Free Appendix - District Court of Delaware - Delaware

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 1 of 30

December Page

1999

mynad
hurting
to

of other costs related High
to another

to

the un-integrated

way we do

business

are also

Coram everyday from one
her office
the
state
is

cost ineffective
at

senior

management commutes
Joan Adlerlives Diego
in in

work
and

company expense e.g
lives in
his

L.A
to

in Illinois

Wendy Simpson
in Florida

San
is

commutes
and and
so

Denver

CEO

of Clinical
are or

lives

but

staff

flhinois

forth The
costs

field

operations

loaded with excess absorbed
units

layers

of overhead

fixed as

of failing operations
to

under

We

will

move

as quickly

possible

consolidate

close or restore

profitability

nationally

Unwarranted
travel

and

large

expenses

such

as

funding

national

meetings expenses

useless for taking for

needless internal
other to

newsletters

to cheer ourselves unjustified

up

each

lunch on

Coram
100

and

Coram

expenditures

employee
callous

Christmas

parties

in nearly

locations All

are typical

of

managements
drains for the

use of capital terminated out of

All funded

by debt

of these

expense
paid

have

been
party

immediately
personal

and the parties cancelled checkbook
to

Denver

my own
to

set the

tone
For example providing that if

Agreements

pay
no

consultants
to

years Rick

pay

for not

working
contract

Julia Kopta Special Counsel
the

Smith

had

CEO

should

longer

be

the

CEO
and

she could be paid overseeing

$228000
and

lump sum

she was responsible
off the

for selling

CPS

Net

be able to walk walked
off

job and

legally

be entitled to the money anyway

Note

she

on

my second day
to

Loans

employees

that

are

forgiven

And

so forth

Operations
IT
characterized both the

is

floundering

It is

by historical

false

starts

and

of money
is

squandered and
this

Most

sad

hardwareand
and
that
at

software

platform

inadequate

leaves

operations

ineffective
is

high cost
cost too

Coram cant compete
to

for business the previous

we

In my opinion why much and our prices have
the

be

too put

high
this

While

direction

was

to outsource to

IT mess

we

have

this decision

on

hold

and

are attempting

understand what

we can do

to stabilize

very

startling

situation

Mix of products
sale

sold

has been

unmanaged and
to

take anything
overhead

as

long as its
in

attitude
taking

because

we
line

have

cover

our bloated

has resulted

Coram

on

substantially

unprofitable
is

business
in the line

Nearly $200000000 Only about
not

of

Home
top

Infusions

top

revenue

deep

red
We

55%

of our

line contributes

anything

to the

bottom

have

pushed

our

A21

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 2 of 30

Deceniber7 Page

1999

profitable offices spent or

products

TPN

Hemophiliac Minneapolis and

Organ and

Transplant
Central

etc

or

our profitable

regions Chicago

Region

Instead

we

have

our

lime management focus

money funding
and
are losing

CPS
ppt

trying for

grand
in

slam

with

US

Healthcare through Western
shifi

Net

money every day
the stake destroying

both the Eastern and around
entity

Regions

We

have

aheady

in the the

and

moved

to

the niix as fast as

we can without
to drive

Product champions products

have
incentive

been

appointed

the three

most

profitable

new

plans are in the mill and

we

have

communicated

to senior

management what

we want

to

accomplish

Clinical

is

only generating

$2-$3
that for

Million in revenue

and

minimal-profit in

have with

directed

management

we

want

not

less

than $lOMillion

Revenue

$3 Million

EBITDA

2000

Le2al

Coram
matters if they

is

being pursued

legally

on many

fronts

The

Net and

US

Healthcare

are the

most
It

generally

known

These

lawsuits error to

could be company killers
bet the entire get these

go

wrong
as

was
did

tragic

management
fonner

company on
under

such
better Scott

contract

we

with USHealthcare

To

try

to

matters

control Larsen
is

have

engaged

my own

General Counsel

Allen Marabito
to

too young matters

inexperienced

and just not equipped

oversee

these

corporate

critical

The

Future

There
in

Lv

real

question

about

whether But there

Coram can
is

survive

Well

put the fixes
here
to

place

aggressively

manage

serious

meltdown
to

underway
the time

right

now
this

The debt forbearance was and

will

be

critical

buy

see

if

we

can turn

Coram

We
It

should know be close

in

March

or April

whether

our fixes

can

save

compa1y

will

Here

are the

initiatives

underway

at

this

lime

Sell

CPS

Take

the

proceeds

and

pay

down

debt

Shutdown

Net

Eliminate

allof the collateral

expenses

and cash

drain

$1.5 Million amonthin

Q4

A2 12

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 3 of 30

December Page

1999

Collect

the

AIR down $25
been

to

$50

Million
to

and

use

the

funds

to

pay down spending

debt and

Controls have
eliminate directly
all to

initiated

cut

the level

of budgets

but essential
try to fast

expenditures

everywhere

now

Meet

with

HCFA
Turn
all

track

our MediCare collection

the faucet

off

hard on

non-essential

cash expenditures
until

and postpone

but the most essential

capital

expenses

mid-year 2000

Drive Shut and

the

mix

into the profitable
that

products and
to

minimize

sales

of losers

down
spoke

offices to cut

are

unable

be quickly turned
field

around

Use hub
of

costs

corporate where

and

overhead
try

eat

up over 10%

every dollar

Raise

prices

we can and

to generate

more margin

Take

steps

to

minimize

bad

debt

This

is

3.5%

of

every dollar sold

today

Eliminate the 401 consulting and every

match
other

and Employee
non-essential

Stock

Purchase

Programs
right

cut

cash expenditure

away

Reduce
year
of the

corporate layoff

overhead

substantially for 15

from

its

present
to

$32 $3-$4

Million per
Million out

will be

perfected

December

cut

payroll

Develop

go forward

business

plan and
business

strategy

to

put

the

company on

more

reliable

IT Platform and

process

10 11

Recruit

new CFO

that

can

be

real leader

in the

turnaround promptly

Submit
not

plan

to

the

NYSE

to

attempt

to

persuade

them that

Coram should

be

de-listed

12

Submit 2000
tight that

budget
reflects well

plan

to

the

Board and

by

cost
to

center

by

line

by

month

for

our actions

hopes

save the company through

and

disciplined

effort

A2 13

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 4 of 30

December7
Page

1999

CONFIDENTIAL

13

Submit

new

incentive

plan

to

the

Board
to

to

motivate management
the incentive

This and

will include

cost neutral

request

re-strike

options

cash incentive

tied to financial

performance

of Coram that will be offset by

higher earnings

Clearly have

this

list is

not meant

to

be all-inclusive

but rather better
list

quick

hit

list

We

only known

Coram

since

September

and

sharper

focus will

come

over more time

Please forgive
this

my

intrusion
all

into

your work

day with
if

these
it

matters
to

However
chance and
at to

company needs Board

of

our immediate
to

attention
to

is

have

improvement
first

look forward

talking

you

at

your convenience

our

call

Sincerely

Daniel

Crowley
President

Chairman

CEO

Attachment

A2 14

Case 1:04-cv-01565-SLR
DEC 20 1999

Document 124-8
l-ElLTHCE EXEC3O3

Filed 04/17/2007
62
8799 TO 919164496859

Page 5 of 30
P.01/13

j354

FR

COR%1

CORAM

HEALTUCARR

1125 17th Street Suite 2100

Denver

CO

80202

FA.IX

Date Number
of pages including cover sheet

/3

To

frn

From

ScottDanitz

VP

Controller

Phone
Fax phone

Phone

303/672-8640 303/672-8799

4._ t57

Fax phone

REMARKS

Urgent

For your

review

Reply

ASAP

Please

comment

Ot

Privileged

and

Confidential for the of the

AU
is

information the

transmitted recipient

hereby or the

is

intended

only or agent

use

addressees

named

above

if the reader intended

of

this

message

not

intended that

employee

responsible

fordeilvering
Is strictly

the

message

to the

recipientss
this

Please

note

any
in

distribution should

or copying

of

this

communication by
telephone

prohibited

Anyone

who
to

receives us at the

communication

error

notit

us

immediately

and

return the original

message

above

address

CROWLEYKVN

016575

A2 15

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 6 of 30

-I

Coram Hoalthcaro Board of
Direct

Coporetlon

ors Budget 2000

Contents

Summary Es

2000

Key

Initiatives

Forecast

1999

VS Budget 2000- Annual VS Budget 2000Flow
Sheet

Forecast

1999

Quarterly

Budget 2000 Cash Budgt
Forecast

2000
1999

Balance

VS Budget 2000-Infusion VS Budget 2000 VS Budget 2000VS Budget 2000-CII

Forecast

1999

Forecast

1999

CPS

10

Forecast

1999

RNET

11

12120199

130 PM

A2 16

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 7 of 30

Coram
Key Board of

4eolthcore
Xnltiatives

Corporation brivers Budget

birectors

2000

New

Revenue
Generalist

Srowt1 versus

$Z9iiunSpecialist

74%
Sales force leodershi
in

2000
new
sales

New New New

Strategic Hemophilia
notional

Business Unit
soles

driving

and

marketing $8.Omrn projected

programs

Manage

Care

carve-outs

and with

marketing United

program

expected

to grow replace

50%
Aetna

in

2000
business
in

contract

Heolthcare

QI

to

lost

Q2

90%

confidence

level

Cost

of

Goads/Nbc

Imorovement
therapy growth
only

Commissionable

of new
paying price

revenue

at

70-80%

standard

margins versus current

mix standard

margins of

59%

2000
to

Sales Compensation low margin accounts from

on commlssionable therapies increase
annual savings

and

EBITDA

improvement

Target

for

2000 CO5

drug wholesaler

estimated

$250000

lrsina

Cost Sovtnas

1%inrcvemant versus 1999 Model Primary Cms Nianagemint
Standardize Moving use of
staffing

PCMM
varioble

roiled

out

to reduce

currant

cost

psi

visit
in

by

10%

Home

Heolthcare

Laboratory

of America
via

HHLA
per Per

program

2000

nurse

to more

versus fixed cost to monitor Nurse

blems
performance under

Producing Monthly

Management

Reports

ManagW5

PCMM

and

HHLA

Cash

Collection

Psrforoiance
reporting

Reorganize
All

structure by Sales commission
to

moving
plans

Area
will

Reimbrsement be
tied

Managers
ion

undei
results

AVP
to

Operations
total

to connect from

the front and each team

back

end process
to drive

2000

Bonus and
individual

to

cash.collect

gain

support

member

results

bedlcated Hove begun

work

with

each

Medicare

bMERC
Payor

location

legal

communication

with

delinquent

Accounts

Sole

ofS

02

$70

million

generating

$60

million

cash

and

$45

million

gain

Coinaanv

Wide

Eripeiwe

Management
controls

Control establishedbudget performance
of staffing

Heodcotmt ndividual
Elimination

management Budget of

model

and

Sr

Management

approval

MonThly

Accountability spending

Weekly

reporting by

new

cost

savings

initiativu

discretionary

Micro

Management

senior

management

12/20/99

100

CROWLEYKVN

016577

PM

A2 17

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 8 of 30

COMM

BOARDOF DIRECTORS
FORECASTEDBALANCE

HE4.THCARE CORPORATION BUDGET 2000 SKEET AND CASHFLOW ASSUMPTIONS

QI DSO AP
80

Q2
78 76
74

AgIng

50

39

37

40

Summaiy

of

CPS SIe
proceeds

Apr11

1.2000 iooooooo
with sate

Eeurnatedpash Estimated Net proceeds

costs associated

5000000
65000000

on

sale

NetBookValueestlmated
13

14200000
5.800000 45000000

Reserves Estimated

from gain

sale

on

sale of asset

Net
.1

pr ceede

on

sale
of principle

65000000

Paydown Cash

portion

onj.B
available

debt
for

00000000
operations

5000000

All

Interest

payments due on Bank
In

debt

In

2000

are from
1/2

phd
the

In

cash

$60

mthlon reduction Credit
Facility

Series remains

debt
at

principle

sale of pt

no P11s. CPS
In

Senior

line

$44m

with

Increase

7/00

CredIt
Is

facility

borrowing With data the
to

base
credit

using
facility

November
at-$44

1999 A/R

balances could

wfthout be required

R-Net
to

and

CPS

$52

mflhion
financill

million

Comm

report

weekly

the noteholders

P.2

12/20/99

1155AM

A2 18

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 9 of 30

MINUTES OF

TELEPHONIC

MEETING

OF THE BOARD OF DIRECTORS OF

CORAM HEALTHCARE CORPORATION
December 21
1999

telephonic

meeting
at

of the

Board of

Directors a.rn

of Coram Healthcare

Corporation meeting

the were

Company
the

was convened
Directors

approximately

935

MST

Participating

in the

following President
Peter

Daniel

Crowley
William meeting
the

Chairman

of the Board Richard

Chief Executive

Officer

and and Vice

Donald Smith

Amaral

Casey
as

and

Fink Stephen
Allen
Officer

Feinberg Executive Vito

participated

in the

indicated

below

Marabito of the

President Senior

Wendy
Vice

Simpson

former

Chief Financial
Scott

Company
and

Ponzio
and
the

President

Human Resources
President
as indicated

DanitZ and

Vice

President also

Controller
iii

Scott

Larson
Also

Senior Vice
in

General Counsel below were of

Secretary Smithson

participated

meeting

attendance Solutions Rifkind
the

Dan

and

Kurt

Davis

of

Dynamic

Healthcare

Christina

Morrison and

Deustche

Banc.Alex Levin

Kornberg of Paul Weiss Crowley acted
as

Garrison meeting and

Michael

Kahn
kept

of Folger minutes

Brown Alan Kahn Mr

Chairman of

Mr Larson

the

REVIEW AND APPROVAL OF MINUTES FROM PRIOR MEETINGS
The
meetings
first

item

of business

was
that

review

and

consideration
to

of the

minutes

from

prior

of the Board of Directors

had been

circulated

the

Board
dated

Upon
October

motion duly
22 and

made 1999

arid

seconded November

the

minutes

from

the

of the Board prior meetings unanimously approved
as

27

and

and

17 1999 were

presented

FINANCIAL UPDATE
The
first

portiii

of the
services actions

financial

update

was

report

on

the

status

of the

sale

of the

Companys
Morrison

prescription

division
that

Coram
been

Prescription
in

Services connection
description

CPS
with
the

Christina sale

outlined
the

that

had

undertaken This included
the

and of

summarized
parties that

status

of the

auction in

process

of the had

numbers

Ms Morrison responded memoranda describing CPS Mr Feinberg joined the meeting Ms Morrison departed from her status report of the Board and completed
to

had expressed

interest

CPS

and

numbers

of parties that

obtained

offering the the

questions

meeting
such
bids as

The

Board continued
its

to discuss retaining

the
its

prospects
in

for selling the event

CPS
no

and

various or

alternatives

reducing

costs

and

operation

appropriate

reasonable

were received

for the

division

The
during such
the

next portion
fourth for quarter variety

of the

financial

report

consisted

of

summary
for taking

of Company
restructuring

operations charge
In

of 1999 matters

and

the

anticipated

need
the

quarter

schedule

outlining

proposed

charge

was included

with

COR-SUS

CoN 0023875

A2 19

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 10 of 30

Minutes

of the Board 1999

of Directors

December21
Page2

the

materials

presented to the Board
certain cost cutting

of Directors such
as

The
head

discussion count

that

ensued and

included
related

among

other

items

measures Network

reductions
the

severance accounts

costs

liquidation

of the and

Resource
anticipated

division

write

downs of
that

Companys

receivable

balances balance

impairment motion

of the

goodwill

had been
the
audit

recorded

on

the

Companys
approved independent
quarter

sheet of
that

Upon

duly made

and seconded
subject to

Board unanimously by
the

the

reporting

proposed would be

restructuring

charge

Companys
the fourth

auditors

taken

in

the

Companys

financial

statements

for

of the year ended

December 31 1999

Management
quarter

then summarized
discussion

the

Companys
the

financial

performance
factors

during
that the

the

fourth the the

of

1999

The

included
including

description

of certain
therapies

impacted

Companys

financial

performance

mix of

provided
other

by

Company
discussion

receivable use of per diem employees write-offs of accounts and uses thereof then ensued cash collections the

and

factors

of

Companys

Management

then

presented

the

budget

for

the to

upcoming
the that

year
prior

ending
to the

December meeting
the

31
The

2000

Copies

of such

budget

had

been

distributed

Board

presentation

included

discussion

of certain

assumptions and

were used
motion

in creating

budget

including the sale of
the

CPS
2000

Following

discussion

upon
and

duly made and
as

seconded

Companys
The

Year

Budget was unanimously

adopted

approved

presented

next portion

of the financial Exchange
presented

update

was

discussion

of the

Companys
reported on
prior their into

listing the

status

with

the

New

York Stock would be
the

the
to

NYSE
thefor

Ms
the

Simpson
to

types

of
for

information

that

NYSE
bringing

in response

request

information regarding
the

Companys

plans
the

Company back
also

compliance
the

with

minimum

listing

requirements

for

NYSE
the benefits

The

dialogue

included

strategies

management was recommending
discussion motion then turned and

in the

event and

NYSE
the

commences
of maintaining
resolutions

dc-listing

procedures
listing

The Upon
hereto

to the relative

costs

the

NYSE
on
the

duly made
the

seconded
listing

the

Board adopted
the

set

forth to

Exhibid
the

regarding
Bulletin

Companys

on

NYSE

listing

and moving

Over

Counter

Board maintained by

the

National

Association

of Securities

Dealers

Mr
The
regarding

Feinberg

reported

on

preliminary

information

regarding
this

debt to

equity

conversion 1999

conversations
the

occurred

discussions pursuant to the with the public
for

Board had on December .17
exception with
to the

Companys
and

compliance
strategy the

company
conversion

Stark

II

Law.

The

Board

then discussed

pursuing

the

the debtholders
to assist the

Upon
in

motion

duly made

seconded of debt
to

Board engaged

Alan Kornberg
stockholders

Company

exploring

conversion

raise the

Companys

equity

The
as

Board
the

then renewed

its

discussion

of

special

independent motion

committee

to

negotiate
the

needed

terms of any such debt conversion

Upon

duly made and

seconded

COR-SUR

CON

OO238

A220

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 11 of 30

Minutes

of the Board of Directors 1999

December21
Page

Board

unanimously

adopted Fink and

resolution

establishing

special

independent

committee
in

comprised and

of Messrs
negotiating

Casey
the

Smith

to

work

as as

required

with

Mr

Komberg

obtaining

terms of an equity

conversion

of December

31 1999

LEGAL UPDATE Mr
between
the

Kahn

led

privileged

and

confidential

discussion

of the

status the

of the

litigation status

Company and

Aetna

U.S

Healthcare

Inc

Aetna

including

procedural

of the case

REDACTED
Additional involving then given
the privileged

and

confidential

reports the

regarding

the

status

of

the

dispute

Internal

Revenue
requested

Service

and
at

litigation

with

PriceWaterhouseCoopers

were

The.Board

an update

later

time

Messrs Kahn

and

Komberg

and

Ms

Simpson departed from

the

meeting

COMPENSATION AND OTHER
The Board then considered
materials

ISSE
management Board
in the incentive

the the

compensation

plan described
After the

in

the

previously distributed motion duly made

to

connection Board

with the meeting approved

discussion

and

upon

and

seconded

unanimously

management

incentive

compensation

plan in the form presented Board considered under
the

The
proposal
to

cost

of the

401k
the

match by

the

Company was
matching duly made
hereto

discussed employee

and

the

discontinue

Companys
motion

of and

contributions the

Companys 401k
adopted matching
the contributions

plan
set

Upon
forth the

seconded

Board

unanimously of employer

resolutions

on Exhibit

regarding The discontinuance

under

Companys
level

40

1k

plan

The Insurance
level

Board considered
that the

the

of directors maintains
total

and

officers

liability

insurance to

DO
the

of

DO
and

Company
the

currently to

recommendation through

was made

increase

Insurance

coverage

of $100 million increased and

serial layers

of coverage given
the

The

Board

discussed

necessity facing the

of

the

DO

Insurance
that
it

coverage

challenges of the

uncertainties

Company
to

determined coverage

was

in the best

interests

Company

and

its

stockholders

obtain

such

Upon

motion

duly

made

and

COR.SUB

CON 0023877

A221

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 12 of 30
-a

Minutes

of the Board 1999

of Directors

December21
Page4

seconded
procurement

the

Board

unanimously

adopted

the

resolutions

set

forth

on Exhibit

regarding

the

of such

DO

Insurance

The
Julia the

discussion

then turned former
the

to

proposal Counsel
to

to the

settle

dispute

between
Officer

the

Company

and of

Kopta

Esq

the

Special

Chief Executive been responded

After

review

proposed
to

terms and
authorize the

Boards questions
to
settle

having
the to

to

the

Board

unanimously

resolved

management
in the materials

Companys
the

dispute

with with

Ms

Kopta on
release

substantially

terms

presented

Board coupled

general

from

Ms

Kopta
services

Next
Financial

the

Board \Vendy duly

considered

proposal

to

retain

the

interim to the

of

its

former

Chief

Officer motion

Simpson made
and

on

the

terms distributed
the

Board

prior

to the to

meeting
authorize

Upon

seconded
to

Board
the

unanimously

resolved
this

management

to offer

an engagement

Ms

Simpson on

terms presented to

Board

Mr

Smith departed from

the

meeting
Healthcare

discussion

then firm

followed
affiliated

regarding with

the

retention

of Dynamic

Solutions and

L.L.C
credentials services

consulting

Mr

Crowley

Mr

Crowley outlined the experience
that

of
to

the

persons on

at

Dynamic

Healthcare basis adopted

Solutions

he

expeeted

would provide
duly made
Exhibit

the

Company
the

an as needed unanimously

After discussion
the resolutions

and

upon

motion
hereto as

and

seconded

Board

attached

regarding

the retention

of Dynamic

Healthcare

Solutions

The next item was

the considcration

of Sandra

Smoley
with

as the to

candidate

who would

join the

Companys
Smoleys The
Board

Board

of Directors and

Mr

Crowley reviewed
that

Board
the

materials prior

describing
to the

Ms
her

background

experience
their the

were
in

distributed

Board

meeting

members
as

expressed

interest

meeting

and

interviewing

her

regarding

candidacy

potential

member of

Board The

It

was noted
to

that

February

10 2000 was

the

next scheduled

meeting

of this Board

Board agreed

hold the meeting telephonically

on such date

There

being no further business

the

meeting was adjourned

at

1115 a.m

MST

Respe

Ily

submtted

Scott Secretary

Larson

C0N.SU

CON

0023810

A222

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 13 of 30

EXHIBIT

CORAM HEALTHCARE CORPORATION
RESOLUTIONS OF THE BOARD OF DIRECTORS
December 21 1999

\VHEREAS

shares

of

the listed

Companys
and
traded

$.OOl

par

value

common

stock

the the

Common
Exchange

Stock
since

have
the

been

on

the

New

York Stock

Exchange

Companys

inception in 1994

WHEREAS
Company
has have
the

the

Company

has

received

notice

from

the

Exchange

that

the

has fallen
that

below
the

the criteria

required for continued
plan for

listing

on

the

Exchange

and
or

requested

Company
de-listed

develop

addressing

such

non-compliance

Common

Stock

from the Exchange

WHEREAS
compliance
fees

listing listing

the

Common
but
also

Stock

on

the the

Exchange Company
to

not

only

requires listing

with devote

the

criteria
to

requires

pay certain

and

to

attention

complying

with the rules and

regulations

of the Exchange

WHEREAS
the listing

this

Board

of Directors Stock

has determined on
that the

that

the

costs

of maintaining
the benefits

of

Company Common
listing

Exchange

outweigh

of
its

continuing
attention

such

and
the

has

concluded

Company management
and
in

should
to

focus

on operating
Stock
to the

Companys
on
the

business

should

take that

steps

remove be and

the

Common
disruptive

from

listing

Exchange
and
the

way
for

would

not

unduly

business of the

Company

market

ConirnonStock

\VHEREAS Company management
may
be
traded

has learned that shares
electronic bulletin

of the board

Common
operated
is

Stock by
the
to

through

the

over

the

counter

National
enlist

Association
qualified

of Securities
securities firms

Dealers
that

the

OTCBB

if the for

Company Company

able

two

would make

market

Common

Stock

NOW
Officer Secretary

THEREFORE
any

BE
the
and

IT

RESOLVED
Vice

that

the

Chairman Chief Executive
President

and

President of the and

Executive

President

any

Senior Vice
are to

or the

Company
directed for

Authorized on behalf
and

Officers

each

hereby authorized and
deliver
all

empowered
agreements
identification Officer vehicle

of the
all

Company

execute

documents or
and
retention

certificates

take

steps

including

but not limited

to

the

of market makers
appropriate

for or

Common

Authorized Stock as any such
to
facilitate

may deem
for or trading

necessary of shares

expedient

the

move

of
to

the the

of

Company Common
exchange

Stock

from

the

Exchange

OTCBB

another appropriate

securities

and

COR.SUB

CON 0023879

A223

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 14 of 30

FURTHER
with respect deeds of the
to the

RESOLVED
foregoing and
are

that

all

prior

actions

taken

by

the

Authorized

Officers

hereby authorized

ratified

and

confirmed

as the acts

and

Company

FURTHER
hereby authorized such
actions

RESOLVED
all

that

the

Authorized
for

Officers

of the
the

Company
as as

are

each
all

empowered and directed
such

and

on behalf of
and

Company

to

take

and execute
or

documents

agreements
intent

certificates resolutions

may
set

be

necessary above and and

appropriate
all

expedient to carry
actions are

out the

of these and

forth

such

future

hereby

authorized

ratified

confirmed

as the acts

deeds

of the

Company

CO-SU$

CON .0023880

A224

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 15 of 30

EXHIBIT

CORAM HEALTHCARE CORPORATION
RESOLUTIONS OF THE BOARD OF DIRECTORS
December 21 1999

WHEREAS
adopted
as the benefit

Coram

Healthcare

Corporation 40

the Plan

Company
as

has established

and
serve

Coram Healthcare
to attract and

Corporation

1k

amended

the

Plan

to

retain qualified

employees
the

WHEREAS
certain portion shares

Article

VI of

the

Plan contemplates

that

Company

would

match
in the

of the contribution of the
5.001

made

by

qualifying

employees of the

participating

Plan using

par value

common

stock

Company Company

Shares

and

WHEREAS
condition of the and
its

the

Board and

has has

been

provided
that

with
it

summary
is

of

the

financial

Company

determined
the

in

the

best to

interests the

of the Plan to

Company

stockholders

given match

ondition

of the

Company
VI of

amend Plan

cease providing the employer

contemplated

by Article

the

NOW
the

THEREFORE
to effect the

BE

IT

RESOLVED
confirms

that the

the

Company
to

as administrator

of

Plan hereby adopts
hereto

approves

and

amendment
match

the

Plan

set

forth

on

Exhibit
as

elimination

of the employer

component

of the Plan

contemplated

by such amendment

FURTHER
empowered
execute
shall
all

RESOL\ED
for

that

the

officers the

of the Company

are take

hereby authorized such
as actions

and such

directed

and

on behalf of

Company
and

to

all

and

documents

amendments
or

agreements
to

certificates

such

officers

deem necessary

appropriate

expedient

carry

out the intent of these

resolutions

FURTHER
respect to the

RESOLVED
and

that

all

prior

actions

of the
ratified

Authorized and

Officers as the

with
acts

foregoing

matters are hereby

authorized

confirmed

and

deeds of the

Company

FURTHER
hereby
all

RESOLVED
empowered
execute
all

that

the

Authorized
for

Officers

of the of the

Company

are to

each
take

authorized
actions

and

directed

and

on behalf

Company
as

such

and

such

documents

agreements

and

certificates resolutions

may be
forth

necessary above and and

appropriate
all

or expedient to carry
actions are

out the intent of these authorized
ratified

as set

such

future

hereby

and

confirmed

as the acts

deeds of the

Company

CON-SUB

CON

0023581

A225

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 16 of 30

EXIHBIU

CORAM HEALTHCARE CORPORATION
RESOLUTIONS OF THE BOARD
December 21 1999

OF DIRECTORS

\VHEREAS
number of
its

this

Board

of Directors

recognizes and

that

the

Company
that

is

facing impair

serious to attract to

financial

litigation qualified

operational

other

challenges

may
its

ability

and

retain

and

experienced

persons to serve on

Board of

Directors

and

serve as officers

WHEREAS
obtain insurance scope
currently to

this

Board
the

has

previously

authorized of
its

Company management
directors

to

cover

errors

and

omissions

and

officers

in

the
the

course and

of their employment and/or maintains such coverage

engagement $35

with

the

Company

and

Company

totaling

million and

\VHEREAS
insurance
interests to

this

Board
or

has

determined
its

that

obtaining

additional

levels in the

of best

cover

such

acts

omissions of

directors

and

officers

would be

of the

Company

and

its

stakeholders

NOW
Executive President any
are

THEREFORE
and Vice each
to

BE

IT

RESOLVED
any
the Secretary

that

the

Chairman of
President

the

Board Chief
Senior Vice

Officer

President President

or or

Executive of

Vice
the

any

Company
to acts

the
obtain

Authorized
and

Officers

hereby
obtain

authorized
additional

empowered
to

and

directed certain existing

expend
of
its

Company
directors overall

funds and

insurance the

cover

or omissions
to

officers

supplementing such
policies to

Companys

coverage
to

bring

the

coverage

under

an aggregate

of $100000000

be effective

as of

November

30 l999
that
all

FURTHERRESOLVED
searching coverages
as the acts

prior actions

taken
the

by the Authorized

Officers

in

for
that

negotiating

obtaining
at this

and meeting and

binding
are

director

and

officer

insurance approved

were
deed

outlined

hereby ratified

confirmed

and

and

of the

Company

FURTHER
empowered
deed of and
this

RESOLVED
to take

that

each

Authorized
actions

Officer

is

hereby

authorized
act

directed

such

further

and or

make and document
resolutions

execute
as as

as the

and

Company
actions

any
to

agreement

certificate intent

may
set

be

necessary above
acts

appropriate
all

or expedient

can
are

out the

of these

forth

and and

such

future the

taken

hereby authorized

ratified

and

confirmed

as the

deeds

of

Company

COR.SUB

CON

0023882

A226

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 17 of 30

EXHBIT4

CORAM HEALTHCARE CORPORATION
RESOLUTIONS OF THE BOARD OF DIRECTORS
December

21

1999

WHEREAS
Executive
its

this

Board of Directors
effective

elected

new Chairman 30 1999
to

of the Board Chief
the

Officer

and

President

November

lead

Company

and

management team

WHEREAS
President consulting the has

the

new

Chairman of
this

the

Board

Chief

Executive
the

Officer

and
care that

recommended

that

Board consider continuing
Solutions

use of his health

firm Dynamic

Healthcare
to benefit

L.L.C

Dynamic
services

Healthcare
offered in

so

Company

may
and

continue
staff care

from

the

consulting
are

by Dynamic the

Healthcare performance

its

of

professionals

that

experienced

improving

of health

companies

WHEREAS
President the
in

the

new

Chairman
with
the role

of

the

Board
of th

Chief

Executive and

Officer credentials

and of

has

provided Healthcare with the

this

Board and

summary
that

experience

Dynamic

staff

he expects

Dynamic

Healthcare will play

consulting

Company
to the

\V1-IEREAS
outlined

the

rates hereto

applicable

engagement
forth in

of Dynamic Consulting

Healthcare Agreement

are that

on

Exhibit
substantially

and
to

would
the

be

set

would be
between

similar

Consulting

Agreement

previously
certain

negotiated

the

Company

and

Dynamic

Healthcare
or

recognizing of the

that

members

of

Dynamic Healthcare

have

become

officers

employees

Company
the in the the

and

WHEREAS
Dynamic
the

this

Board has

determined

that

continuing

relationship bests

with of

Healthcar

on
its

the

terms contemplated

hereby would be
other

interests

Company
of

and
the

stockholders of
the

due to among team
at

factors

experience
the

and

credentials relationship Officer

members

Dynamic

Healthcare

and

established

they have President

with the

Companys new Chairman

of the Board

Chief Executive

and

NOW
Executive
President or

THEREFORE
and

BE IT RESOLVED
or arty

that

the

Chairman of the Board Chief
President any
are the

Officer the

President

Executive

Vice

Senior each

Vice

Secretary

of the

Company the Authorized Officers
to

hereby

authorized

empowered

and

directed

execute

and

deliver using
the

on behalf of
the principal

Company

new on

consulting

agreement with these

with

Dynamic and

Healthcare

terms presented agreement

Exhibit

resolutions

in substantially

form of

the prior

COR.SUB

CON 0023883

A227

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 18 of 30

negotiated Authorized

between
Officers

the

ompay
to

and

Dynamic
in their

Healthcare
discretion

with
in the

such
best

changes
interests

as

such

may deem

be

of the

Company

and

FURTHER
empowered
and execute and
all

RESOLVED
for

each

Authorized
the

Officer
to

is

hereby
all

authorized
other actions

directed such

and

on behalf of
certificates the intent

Company

take

such

documents
out

and

agreements
resolutions

as

may

be

necessary

appropriate

or

expedient to carry

of these

as set

forth

above

COR.SUB

CON oo238a4

A228

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 19 of 30

EXHIBITA

Coram

services

to

be

billed

by Dynamic

Healthcare

Solutions L.L.C as follows

Duties

Name

Rate

Investor

Relations

Kurt Davis

$500/day

plus

expenses

Marketing
Print

Communications

Services

Software/1-Iardware

Systems

Consulting

Ron Dan

Mills

$1000/day

plus

expenses

Organizational Planning Business Plan Development

Smithson

$750/day

plus

expenses

Human

Resources
Incentive

Management

Plans

CON-SUB

CON

0023885

A229

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 20 of 30

.j

CORSUB

CON

0023886

A230

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 21 of 30

MINUTES

OFATELEHONJCMEETING
OF DIRECTORS OF

OF THE BOARD

CORAM HEALTUCARE

CORPORATION

FebruarvlO2000

telephonic

meeting
at

of

the

Board

of

Directors

of

Coram

Healthcare

Corporation
in the

the were

Company
the

was convened
Directors Donald
.L

approximately

930 a.m MST
of
the

Participating

meeting

following

Daniel

Crowley Chairman

Board

Chief Executive and
RIchard

Officer

and President Allen
Officer

Amaral William
Vice Ponzio and President

Casey Stephen

Feinberg
the

Fink
Financial

Marabito of
the

Executive Vito

Wendy
President Senior

Sirnson

former Chief
Scott

Company

Senior Vice

Human Resources
Vice
President

Danirz and

Vice

President also

and- Controller participated elected

Scott

Larson
Also

General

Counsel Sandra

Secretary Smoley

in the
to

meeting

in attendance

as indicated

below

were

who

was

the

Board during
acted as

the

meeting of

and
the

Christina and

Morrison of Deutsche

Banc.Alex minutes

Brown

Mr

Crowley

Chairman

meeting

Mr

Larson

kept

the

REVIEW
The meetings

AND APPROVAL
first

OF MiNUTES
was
that

FROM
and

PRIOR MEETINGS
of

item

of of

business Directcrs

review had been

consideration
to

the

minutes

from
motion

prior

of

the

Board

circulated

the

Board
dated

Upon

ily

made and seconded 17 1999 were

the

minutes

from

the as

prior

meetings

of

the

Board

December

10 and

unanimously

approved

presented

RATJFJCATJON
The
shares

AND APPROVAL
item

OF STOCK
the consideration

OPTION

GRATS
grants
to

next 5.001

of

business

was

of cenain

of

options

to

purchase 1994 been

o-

the

par

value

common
Plan to

stock

of

the

Company Two
list

pursuant

th Companys
option grants

Stock

Option/Stock
to the

Issuance

the
the

Option

Plan
One was The

lists

of

stock

had

distributed

Board

prior

meeting
the

of

arants
list

that

had

been

authorized

by
yet

the

Compensation
considered

Committeeof and approved numbers of

Board

other

was

of

new

grants

that

had

not

been

by

the

Compensation
grant

Committee
the

The

namer
terms

of

the

persons
grains as

receiving

grants
in

the

shares
to

each

represented to the

aeneral and are

of

the

were

included

the
lists

materials included
that

the

Board

prior

meeting
hired

attached
that

hereto

Exhjbji.....

The
it

persons recipietit

who
the

were Vice

newly
President the

and

others

were had

recenily to

promoted
accept

was

noted
Afier

one

of

Clinical

Services

refused

her grant
the

discussion the

of

the

grants

and

numbers approved by
the

of

shares

available the

for options grants

under
options

Option
the other

Plan

Board Plan

unanimously had been

ratified authorized the

and adopted Compensation
all

of

the

under
the

Option

that

Committee
are set forth

and on

approved
Exhibit

proposed
the

option

grants noted

under

Option

Plan

of which

hereto with

exception

above

COR-.EQTY

0014711

ie

cJ

3/--2

A231

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 22 of 30

Minmesofthefloard February

of

Directors

102000

Page2

1NANCIAL
The books meeting

UPDATE
of of

next

item

of

business

was an

iipdate

on

the progreis

the

closing the

the

Companys
of
the

ror the

year Audit

ended

December
and

31

1999
that

The Board
such

discussed

scheduling
Or

next

of

the

Committee

agreed

meeting

would occur on

about -March

2000

Mr
of
the

Danitz was

invited

to provide

report

on

the timetable

for the

completion
Ernst

of

the

audit

Companys

financial

statements the

by

the

Companys
restructuring the in

independent charge elements

auditors that

Young
to the

discussiozi

ensued

regarding

proposed

was
the

distributed the

Board
therefor

including

questions the

and

answers
charge the

regarding

of

charge would

reasons
the

and whether from
that the

increased with

would

result

an

equity

level

that

remove

Company
reported

compliance
charge the

public decrease the Stark

company
in equity

exception

of
not

the

Stark the year the

law

was

and

rescUing

would
the

jopardize

Companys Upon

compliance motion
duly

with

requirements of
the

H-law

at

end of

calendar to accept

.1999

made and -seconded
charge

Board

unanimously

resolved

recommended

restuicturing

discussion

fo1loed
therapies

regarding delivered

the

initiatives

that

management
collection

as
the

pursing

regarding

changing
receivable

the

mix of

by

the

Compaiy
operating

of

companys

accounts

and

the reduction

of

the

Companys

costs

Sandra Smoley and

Christina

Morrison

joined

the

meeting

BOARD NOMINATION
The Board
Board
resign After the next

addressed

the

candidacy

of Sandra

Smoley
the
fill

as

new member
of on
his the

of

the to-

of

Directors the

who would
Board

replace the

Mr
duly

Fink

who had
of

notified person
to

Chairman
his place

intent

from

following

identification

Board
adopted

discussion

and upon
attached hereto

motion
as

made and seconded
decLine

the

Board
the

unanimously

resolutions

Exhibit

Ms

Smoley

to

Board

CPS AUCTION

UPDATE
of

Ms
prescription the actions

Morrison was
services that to

then

invited

to

report

on

the

-status

of

-the

sale

the

Companys
described that

division taken

Coram
since

Prescription

Services to the

CPS
outlined

Ms
the to

ivlorrison the parties

bad been
the

her of

last

report

Board and

identified

were

continuing that

pursue in place

acquisition bidding

the

CPS

division

upcoming
the

deadlines

were and

put

for the her

process

Ms

Morrisoit

responded from
the

questions-

of

the

Board

completed

siatus

report-

Ms

Morrison

departed

meeting

The

Board

COR-EQ1Y

0014712

A232

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 23 of 30

Minutes

of the Board of

Directors

Februarylo2000 Page3

continued available

to if no

discuss

the

prospects or reasonable

for

selling bids

CPS

and

various for the

ahemathes
divisipn

that

would

be

appropriate

were

received

LEGAL

1JPDATE

privileged bankruptcy.proceedings

and

confidential involving The

discussion

lead

by

Mr

Marahito

of

the

status

of

the

Companys
Inc

subsidiaries

Comm

Resource

Network

Inc

and

Comm

Independent

Practice

Association

followed

DIRECTOR

AND OFFiCER INSURANCE
Masabito
officers the

UPDATE
to report

Mr
directors chart

was

then

requested that

on

the

status

of

the

additional

layers

of of
the

and

liability

insurance layers

this

Board

had previouly coveiage

authorized
distribUted

review
prior to

outlining that

various

of

liability

insurance the

copy

meeting

had been

obtained

and bound

by

-Company

followed

OTHER BUSINESS
The
service other next the matter

ANNUAL
discussd

RANER
was
the

amount

the that

Company
Board

pays

iri

directors

for the

their

on

Board

Mr Crowky
addition

recorrmended each
the

the

conSider with

following

lead

of
for
to

struggling

companies and
the

piovid
to

non-employee
per

direcior

an annual by
the

retainer

their service

on

Board

in

meeting

fees

currently

paid

Company

eachsuch Board

Board

member

After
to

adiscussion
direct

and upon

motion-duly
to provide
in

made and seconded
of
to the
its

the

unanimously with
paid an

resolved

the

Company
of

each

non-employee
meetingfees

directors currently that be

annual the

retainer

in

the

amount
to to

$12000

addition

per

by

Company
would

subject

formal legaFopinion of implement
such

outside

counsel program

confirming which
will

no

stockholder

vote received

be

required

compensation

attached

when

Mr
resignatiOn shares five

Fink

was
the

then

provided

with

the

opportunht-

to

address to

the cetialn

Board
options

regarding

his

from
the

Board and

regarding stock on and the

proposal

with

respect reported resigning

purchase and
eventful

of

Companys
half years with the

common
of service

held by Board

him
and
to

He

on

his positive the

and

one

ws

from
for

Board

without
transition

any
for

disagreements
the

Company

iitending

assist

in

any

way

smooth

incoming

director

The Board
Board.accept

then

discussed

Mr Finks
duly Fink

service

on

the

Board
the

and

his

departure

from
resolved

the
to

Thereaæer

upon
resignation

motion

made

and seconded from
the

Board

unanimously

Mr

Finks

Mr

departed

meeting

COREQTY0014713

A233

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 24 of 30

Minutes February

of

the

Board

of

Directors

10 2000

Page4

Mr
respect to

Ponzio

was

then
vesting

asked and

to

summarize
period
his

the for

proposal the stock

that

Mr

Fink had

had been

raised

with
to

extending

th

exercise

optioiis that
to

granted
prior to

him on September
meeting
the discussion

1998
of
the

summary of
proposal then Crowley
proposal

proposal

was

distributed

the

Board

the

followed

Upon

motion abstained

duly

made and seconded
setting

Board

duly

adopted

Mr
Finks

and and

Ms

Smoley

non-precedent
to option

resohiion deliver on such

approving behalf of

Mr
the

authorizing to

management Finks
stock

prepare

execute

and

Company

an

amendment

Mr

agreement

to effect

proposal

was noted
Chairman
requested

that that

March
the

2000

was

the attend

next The

scheduled meeting

meeting
in

of
in

this

Board

The

Board

members

person

New

York- New

York

if possible

There

being

no

further

business

the

meeting

was

adjourned

at

1020

aim

MST

Respecthilly

submitted

Scott Secretary

Larson

___

COREQ1-yO0i4y14

A234

Case 1:04-cv-01565-SLR

Document 124-8

Filed 04/17/2007

Page 25 of 30

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