-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTCWO7/pnpvBMz/o/u4w/o/wZMTvbdAE9EkGVkxXkgWQtafHH/wlSoAFRBUGEn7r XHdHX5tI7BkmIPVAQ1zVig== 0000921749-96-000196.txt : 19961211 0000921749-96-000196.hdr.sgml : 19961211 ACCESSION NUMBER: 0000921749-96-000196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961210 SROS: AMEX GROUP MEMBERS: DECISIONS INCORPORATED GROUP MEMBERS: JA SPECIAL LIMITED PARTNERSHIP GROUP MEMBERS: PICOWER JEFFRY M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED MEDICAL INC CENTRAL INDEX KEY: 0000817161 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 133492624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40264 FILM NUMBER: 96678685 BUSINESS ADDRESS: STREET 1: 9775 BUSINESSPARK AVE. CITY: SAN DIEGO STATE: CA ZIP: 92131 BUSINESS PHONE: 6195660426 MAIL ADDRESS: STREET 1: 9775 BUSINESS PAK AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92131 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19901116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PICOWER JEFFRY M CENTRAL INDEX KEY: 0000906036 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129359860 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Advanced Medical, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 00754 C 10 1 (CUSIP Number) Keith L. Schaitkin, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 26, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box //. Check the following box if a fee is being paid with the statement //. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 00754 C 10 1 Page of 6 Pages 1 NAME OF REPORTING PERSON Jeffry M. Picower S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 24,074,269 8 SHARED VOTING POWER 22,864,290 9 SOLE DISPOSITIVE POWER 24,074,269 10 SHARED DISPOSITIVE POWER 22,864,290 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 46,938,559 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.2% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 00754 C 10 1 Page of 6 Pages 1 NAME OF REPORTING PERSON Decisions Incorporated S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 22,864,290 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 22,864,290 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,864,290 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.8% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 00754 C 10 1 Page of 6 Pages 1 NAME OF REPORTING PERSON JA Special Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,757,924 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,757,924 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,757,924 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D - AMENDMENT NO. 17 This statement ("Statement") constitutes Amendment No. 17 to the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on April 7, 1989 (the "Original Filing"), as amended by (i) Amendment No. 1 (the "First Amendment") filed with the Commission on June 5, 1989; (ii) Amendment No. 2 (the "Second Amendment") filed with the Commission on May 18, 1990; (iii) Amendment No. 3 (the "Third Amendment") filed with the Commission on March 1, 1991; (iv) Amendment No. 4 (the "Fourth Amendment") filed with the Commission on April 12, 1991; (v) Amendment No. 5 (the "Fifth Amendment") filed with the Commission on November 27, 1991; (vi) Amendment No. 6 (the "Sixth Amendment") filed with the Commission on April 12, 1993; (vii) Amendment No. 7 (the "Seventh Amendment") filed with the Commission on January 4, 1994; (viii) Amendment No. 8 (the "Eighth Amendment") filed with the Commission on June 29, 1994; (ix) Amendment No. 9 (the "Ninth Amendment") filed with the Commission on August 19, 1994; (x) Amendment No. 10 filed with the Commission on September 14, 1994 (the "Tenth Amendment"); (xi) Amendment No. 11 filed with the Commission on October 26, 1994 (the "Eleventh Amendment"); (xii) Amendment No. 12 filed with the Commission on February 3, 1995 (the "Twelfth Amendment); (xiii) Amendment No. 13 filed with the Commission on December 4, 1995, concerning the common stock, par value $.01 per share ("Common Stock"), of Advanced Medical, Inc., a Delaware corporation (the "Issuer"); (xiv) Amendment No. 14 filed with the Commission on August 7, 1996 regarding equity contributions in the Issuer; (xv) Amendment No. 15 (the "Fifteenth Amendment") filed with the Commission on August 23, 1996; and (xvi) Amendment No. 16 (the "Sixteenth Amendment") filed with the Commission on August 26, 1996. The Original Filing, the First Amendment, the Second Amendment and the Third Amendment were filed on behalf of Jeffry M. Picower, April C. Freilich and Decisions Incorporated, a Delaware corporation ("Decisions"). The Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment and the Sixteenth Amendment were, and this Statement is, filed on behalf of Mr. Picower, Ms. Freilich, Decisions and JA Special Limited Partnership, a Delaware limited partnership ("JA Special"), and collectively with Mr. Picower, Ms. Freilich and Decisions, ("Registrants"). Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended to add the following: As more fully described in Item 6, pursuant to the Agreement (as defined below), Mr Picower agreed (i) to exchange or to cause Decisions to exchange certain convertible notes for 29,416,086 shares of the Issuer's common stock and (ii) to purchase or cause Decisions to purchase 13,333,333 shares of the Issuer's common stock from the Issuer at a purchase price of $3.00 per share. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: The purpose of this filing is to report an Agreement (the "Agreement") entered into among Mr. Picower, Decisions and the Issuer attached hereto as Exhibit 30 and discussed further in Item 6. Item 5. Interest in Securities of the Issues Item 5 (a) is hereby amended and restated in its entirety by replacing Item 5 (a) with the following: (a) As of the close of business on November 26, 1996,(i) Mr. Picower may be deemed to beneficially own in the aggregate 46,938,559 shares of common stock, comprising approximately 72.1% of common stock; (ii) Decisions may be deemed to beneficially own in the aggregate 22,864,290 shares of common stock, comprising approximately 38.8% of common stock; and (iii) JA Special may be deemed to beneficially own in the aggregate 2,757,924 shares of common stock, compromising approximately 4.7% of common stock, based upon the common stock stated to be outstanding by the Issuer on Issuer's filing on form 10-K for the fiscal year 1995, as of March 21, 1996. Item 5 (b) is hereby amended and restated in its entirety replacing Item 5 (b) with the following: (b) Mr. Picower may be deemed to have sole power to vote and sole power to direct the disposition of 24,074,269 shares of common stock. Mr. Picower may also be deemed to have shared power to vote and shared power to direct the disposition of 22,864,290 shares of common stock. Decisions may be deemed to have shared power to vote and shared power to direct the disposition of 22,864,290 shares of common stock. JA Special may be deemed to have shared power to vote and shared power to direct the disposition of 2,757,924 shares of common stock. Item 5 (c) is hereby amended to add the following: (c) The following represents all of the transactions in the Issuer's common stock effected by the Registrants in the past 60 days: As more fully described in Item 6, on November 26, 1996, the Registrants received 29,416,086 shares of the Issuer's common stock upon exchanging certain convertible notes and purchased 13,333,333 shares of the Issuer's common stock at $3.00 per share. Item 6. Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended to add the following: Mr. Picower, Decisions and the Issuer entered into an Agreement of stock purchase and plan of recapitalization dated November 26, 1996 pursuant to which Mr. Picower agreed, among other things, (i) to exchange or to cause Decisions to exchange (a)a $25 million 7% convertible note issued by the Issuer and due 1/4/01; (b)a $6.5 million 9% convertible note issued by the Issuer due 1/4/01; (c) a $6 million 7% convertible note due 1/4/01, for 29,416,086 shares of the Issuer's common stock, and (ii) to purchase or cause Decisions to purchase 13,333,333 shares of the Issuer's common stock from the Issuer at a purchase price equal to $3 per share, as a means of providing equity financing in connection with a transaction pursuant to which, among other things, the Issuer's wholly-owned subsidiary IMED Corporation merged with IVAC Holdings, Inc., a Delaware corporation. The transaction was completed on November 26, 1996. Item 7. Materials to be filed as Exhibits Exhibit 30 Agreement of Stock Purchase and Plan of Recapitalization dated November 26, 1996. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 10, 1996 /s/ Jeffry M. Picower Jeffry M. Picower /s/ April C. Freilich April C. Freilich DECISIONS INCORPORATED By: /s/ April C. Freilich April C. Freilich President JA SPECIAL LIMITED PARTNERSHIP By: Decisions Incorporated General Partner By: /s/ April C. Freilich April C. Freilich President EXHIBIT INDEX Exhibit 30 Agreement of Stock Purchase and Plan of Recapitalization dated November 26, 1996. EX-10 2 AGREEMENT OF STOCK PURCHASE AND PLAN OF RECAPITALIZATION Agreement of Stock Purchase and Plan of Recapitalization dated November 26, 1996, by and among ADVANCED MEDICAL, INC., a Delaware Corporation ("AM"), DECISIONS INCORPORATED, a Delaware corporation ("Decisions") and Jeffry M. Picower, an individual residing at 1410 South Ocean Boulevard, Palm Beach, FL 33480. WHEREAS, AM and Mr. Picower have entered into a letter agreement (the "Letter Agreement") pursuant to which Mr. Picower agreed, among other things, directly or through an affiliate (the "Designee"), to: (i) purchase AM common stock from AM at a price of $3.00 per share for an aggregate purchase price of $40 million (the "Takedown Amount") as a means of providing equity financing to AM in connection with AM acquiring a company and entering into a merger agreement (the "Merger Agreement") in connection therewith (the "Transaction")(the transaction described in this clause (i) being referred to as the "Stock Purchase"); and (ii) pursuant to a written plan of recapitalization, cause the transfer of three outstanding notes (described in Section 4.5 below) (the "Notes") held by Decisions to AM in exchange for shares (the "Shares")of AM common stock, par value $.01 per share ("Common Stock") in a transaction that will qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the "Code")(the transaction described in this clause (ii) being referred to as the "Plan of Recapitalization"); and WHEREAS, the parties hereto agree that the Stock Purchase provided for herein constitutes the purchase for fair market value of AM common stock by Mr. Picower; and WHEREAS, the parties hereto agree that the Plan of Recapitalization provided for herein constitutes an exchange of equal values and is fair to AM and Decisions; and WHEREAS, Decisions has entered into an agreement with Mr. Picower pursuant to which Decisions assumed all of the obligations and was assigned all of the rights of Mr. Picower under the Letter Agreement and Mr. Picower has designated Decisions as the Designee and Decisions agrees to act as the Designee hereunder; and WHEREAS, AM and Mr. Picower now desire to formalize the terms of the Letter Agreement; NOW, THEREFORE, in consideration of the premises and mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto, desiring to be legally bound, do hereby agree as follows: 1. Additional Financing. Mr. Picower hereby agrees to purchase or cause the Designee to purchase Common Stock from AM at a price of $3.00 per share at an aggregate purchase price equal to the Takedown Amount which amount will be provided by Mr. Picower or Designee to AM in order for AM to pay: (i) the purchase price in connection with the Transaction; (ii) additional working capital requirements resulting from the Transaction; and (iii) related transaction expenses and the cost of other transactions currently contemplated (collectively, the "Additional Financing"). 2. Plan of Recapitalization. 2.1 Exchange. The parties hereto agree that the Plan of Recapitalization constitutes a plan of reorganization within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder whereby Decisions will transfer the Notes to AM, and AM, in exchange therefor, will transfer 29,416,086 shares of Common Stock to Decisions in a transaction qualifying as a recapitalization under Section 368(a)(1)(E) of the Code. 2.2 Interest. AM agrees that it will pay to Decisions, in cash, all accrued and unpaid interest on the Notes through the date of Closing. 3. Closing. The closing (the "Closing") of the transactions contemplated hereby will take place at the offices of Gordon Altman Butowsky Weitzen Shalov & Wein, 114 West 47th Street, New York, New York 10036 or such other place as the parties may agree, contemporaneously with the closing of the Transaction. At the Closing, Decisions shall deliver the Takedown Amount and the Notes to AM and AM shall deliver a stock certificate representing the Shares to Decisions. 4. Representations and Warranties of Mr. Picower and Decisions. Mr. Picower and Decisions (collectively, the "Picower Parties") hereby jointly and severally represent and warrant to AM that: 4.1 Authorization; Binding Agreement. This Agreement constitutes the legal, valid and binding agreement of each of the Picower Parties, enforceable against each in accordance with its terms, except to the extent that enforce- ability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. No restrictions (whether legal capacity or otherwise) exist with respect to any Picower Parties' right and ability to enter into this Agreement and perform all of its obligations hereunder. 4.2 Organization. Decisions is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Decisions has the requisite corporate power to conduct its businesses as it is currently conducted and is duly qualified to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the lack of such qualification would not in the aggregate have a material adverse effect on the business, results of operations or financial condition of Decisions taken as a whole. 4.3 Investment Intent. Decisions is acquiring the Shares hereunder solely for the purpose of investment for its own account and not with a view to, or for sale in connection with, the "distribution," as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "1933 Act"), of any of the Shares in violation of the 1933 Act or any applicable state securities laws. Decisions understands that the Shares have not been registered under the 1933 Act or any applicable state securities laws and that it will not be legally entitled to offer for sale, sell, or otherwise transfer any of the Shares unless they have been registered under the 1933 Act and applicable state securities laws or unless an exemption from registration is available for such offer, sale, or other transfer under the 1933 Act and applicable state securities laws. 4.4 Fees. Neither Mr. Picower nor his affiliates have paid or become obligated to pay any fee or commission to any investment banker, broker, finder or intermediary in connections with the transactions contemplated by this Agreement. 4.5 Notes. Decisions owns, and at the Closing will own, the Notes free and clear of all liens, pledges, encumbrances, security interests or other claims of any nature or kind. The Notes consist of (i) a $6 million 7% convertible note issued by AM due January 4, 2001, convertible into 6,024,096 shares of AM common stock; (ii) a $6.5 million 9% convertible note issued by AM due January 4, 2001, convertible into 10,534,848 shares of AM common stock; and (iii) a $25 million 7% convertible note issued by AM due January 4, 2001, convertible into 9,523,809 shares of AMI common stock. 4.6 Authority Relative to this Agreement. Decisions has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Decisions and the consummation by Decisions of the transactions contemplated hereby have been duly and validly authorized by its Board of Directors and no other corporate proceedings on the part of Decisions are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Decisions and, constitutes a valid and binding obligation of Decisions, enforceable against Decisions in accordance with its terms. 5. Representations and Warranties of AM. AM represents and warrants to Mr. Picower that: 5.1 Organization. AM is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. AM has the requisite corporate power to conduct its businesses as it is currently conducted and is duly qualified to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the lack of such qualification would not in the aggregate have a material adverse effect on the business, results of operations or financial condition of AM taken as a whole. 5.2 Authority Relative to this Agreement. AM has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by AM and the consummation by AM of the transactions contemplated hereby have been duly and validly authorized by its Board of Directors and no other corporate proceedings on the part of AM are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by AM and constitutes a valid and binding agreement of AM, enforceable against AM in accordance with its terms. 5.3 Validity. The Shares to be issued to Decisions pursuant to this Agreement will be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights. 6. Termination. If: (I) AM does not complete the Transaction and request that Mr. Picower provide or direct Designee to provide the Additional Financing as contemplated above, prior to June 30, 1997; or (ii) the Merger Agreement is terminated in accordance with its terms, the obligations hereunder will terminate unless this limitation is waived by the parties hereto in writing 7. Survival of Representations and Warranties. The representations and warranties contained herein shall survive the closing of the transactions contemplated hereby. 8. Miscellaneous. 8.1 Severability and Governing Law. Should any section or any part of a section within this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such provision shall be construed to be en- forceable to the maximum extent possible, and such invalidity or unenforceability shall not void or render invalid or unen- forceable any other section or part of a section in this Agreement. This Agreement shall be construed and governed by the laws of the State of New York. 8.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8.3 Section Headings. Section titles or captions contained in this Agreement are inserted as a matter of convenience and for reference purposes only, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. 8.4 Singular and Plural, Etc. Whenever the singular number is used herein and where required by the context, the same shall include the plural, and the neuter gender shall include the masculine and feminine genders and vice versa. 8.5 Successors and Assigns. All rights, covenants and agreements of the parties contained in this Agreement shall, except as otherwise provided herein, be binding upon and inure to the benefit of their respective successors and assigns. 8.6 Third Party Beneficiaries. Except as otherwise provided herein, nothing in this Agreement is intended to, or shall be construed so as to create any third party beneficiary in this Agreement or otherwise confer any rights upon any person, firm or corporation that is not a party hereto. IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date first above written. ADVANCED MEDICAL, INC. By: /s/ Joseph W. Kuhn Name: Joseph W. Kuhn Title: President DECISIONS INCORPORATED By: /s/ Jeffry M. Picower Name: Jeffry M. Picower Title: C of B /s/ Jeffry M. Picower Jeffry M. Picower -----END PRIVACY-ENHANCED MESSAGE-----