MEDICONSULT COM INC, S-3/A, 1999-12-15

MEDICONSULT COM INC
S-3/A, 1999-12-15
ADVERTISING

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As filed with the Securities and Exchange Commission on December 15, 1999
Registration No. 333-92563
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________

AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________

MEDICONSULT.COM, INC.
(Exact name of registrant as specified in its charter)

Delaware 84-1341886
(State or other jurisdiction of (IRS employer identification
incorporation or organization) number)

1330 Avenue of the Americas
New York, New York 10019
(212) 841-7300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

E. Michael Ingram
Chief Financial Officer,
General Counsel and Secretary
Mediconsult.com, Inc.
1330 Avenue of the Americas
New York, New York 10019
(212) 841-7300
e-mail: [email protected]
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________
With Copy To:
Kelly Vance, Esq.
Covington & Burling
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
____________
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:[ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box:[X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act of 1933 registration statement number of the earlier
effective registration statement for the same offering:[ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering:[ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:[ ]
____________

CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount To Be Registered Proposed Maximum Offering Proposed Maximum Aggregate Amount Of
Of Securities To Be Price Per Security (1) Offering Price (1) Registration Fee(2)
Registered
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Common Stock, $.001 par 2,506,501 Shares $8.00 $20,052,008 $5,294
value per share
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low sales prices as
reported on the Nasdaq National Market on December 7, 1999.

(2) This fee has been paid previously in the amount of $6,357.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

- -------------------------------------------------------------------------------
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

PROSPECTUS SUBJECT TO COMPLETION,
Issued December 15, 1999

2,506,501 SHARES

MEDICONSULT.COM, INC.

COMMON STOCK

____________

The stockholders of Mediconsult.com, Inc. listed in this prospectus under
the caption "Selling Stockholders" may offer to sell up to 2,506,501 shares of
our common stock under this prospectus. We will not receive any of the proceeds
from such sales.

The selling stockholders may sell the shares from time to time, through
agents, brokers, underwriters or dealers, on or off the Nasdaq National Market,
in private negotiated transactions, or in a combination of any such methods, at
prices then obtainable.

The selling stockholders and participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933 with
respect to the sale of the shares.

Our common stock is listed on the Nasdaq National Market under the trading
symbol "MCNS." On December 13, 1999, the closing price of the common stock was
$7.75 per share.

Investing in the common stock involves risks which are described in the
"Risk Factors" section beginning on page 3 of this prospectus.

____________

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

____________

The date of this prospectus is December __, 1999
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TABLE OF CONTENTS

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Page

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SUMMARY...........................................................................................................1

RISK FACTORS......................................................................................................3

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.......................................................14

WHERE CAN YOU FIND MORE INFORMATION..............................................................................14

USE OF PROCEEDS..................................................................................................15

THE COMPANY......................................................................................................15

SELLING STOCKHOLDERS.............................................................................................16

PLAN OF DISTRIBUTION.............................................................................................19

LEGAL MATTERS....................................................................................................19

EXPERTS..........................................................................................................20

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SUMMARY

The Company

Mediconsult is a leading provider of patient-oriented healthcare
information and services on the World Wide Web. Our Web sites provide a trusted
source of comprehensive and easy to understand medical information and are
designed to empower consumers through increased education related to medical
conditions and treatment alternatives. Our Web sites also provide a destination
on the Internet where visitors can interact with others in a community
environment. We facilitate this environment through a well-organized, easy to
navigate format and an array of complementary services, including moderated on-
line support groups and discussion forums. By fostering communities centered
around prevalent medical conditions and health issues, we believe we create
significant opportunities for pharmaceutical and other healthcare companies to
reach a highly targeted consumer audience using Internet-based marketing and
sponsorship programs.

Our company headquarters are located at 1330 Avenue of the Americas, New
York, New York 10019. Our telephone number is (212) 841-7300.

Recent Developments

On September 7, 1999, the board of directors of Mediconsult and Physicians'
Online, Inc. approved a merger agreement by and among Mediconsult, POL and the
principal shareholders of POL, that will result in POL becoming a wholly-owned
subsidiary of Mediconsult.

If the merger is completed:

. Mediconsult stockholders will continue to own their existing shares of
Mediconsult common stock; and

. each share of POL common stock and POL preferred stock will be converted
into the right to receive shares of Mediconsult common stock in
accordance with a conversion formula set out in the merger agreement.

It is estimated that POL stockholders will receive, in the aggregate,
approximately 17.8 million shares of Mediconsult common stock in the merger, or
approximately 38% of the issued and outstanding shares of Mediconsult common
stock following the merger. It is estimated that each share of POL common stock
(including shares issuable upon conversion of the outstanding POL preferred
stock) will receive approximately 2.4 shares of Mediconsult common stock. In
addition, the holders of POL preferred stock will receive a number of shares of
Mediconsult common stock in respect of the aggregate liquidation price of such
preferred stock. These estimates are based on an assumed average closing price
of $6.825 per share (the average closing price per share of the Mediconsult
common stock on the Nasdaq National Market for the ten trading days ending on
November 17, 1999, the most recent practicable date prior to the mailing of our
Information Statement, dated November 19, 1999, with respect to the merger, as
filed with the SEC on November 22, 1999), estimated transaction expenses of
approximately $2.4 million, and an estimated aggregate exercise price of
unexercised POL options of approximately $1.3 million.

The exact conversion ratio will be determined immediately prior to the
closing and may be higher or lower than 2.4 shares and the total number of
shares issued to the POL stockholders may be greater or lesser than 17.8
million. Increase in the value of Mediconsult's common stock will result in a
higher price being paid by Mediconsult for POL and more value being received by
POL stockholders in the merger. Decreases in the value of Mediconsult's common
stock will result in a lower price being paid by Mediconsult for POL and less
value being received by POL stockholders in the merger. The market price of
Mediconsult's common stock, like that for the shares of many other high
technology and Internet companies, has been and may continue to be volatile.

POL is an Internet online service that provides medical information,
communications, and a transactions network for physicians.

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The completion of the merger depends upon meeting a number of conditions as
described in the merger agreement. Although certain shareholders of Mediconsult
and POL holding a sufficient number of shares have agreed to vote in favor of
the merger agreement and the related transaction, the merger may not be
completed if any of the conditions are not satisfied. The conditions to the
merger may be waived by the party entitled to assert the condition.

Our prospectus filed with the SEC on November 30, 1999 pursuant to Rule
424(b) of the Securities Act includes certain historical financial information
of Mediconsult and POL and pro forma financial information regarding the merger.
Such financial information is incorporated by reference in this prospectus,
subject to the qualifications set forth therein.

The Offering

All of the 2,506,501 shares which may be offered pursuant to this
prospectus will be offered by the selling stockholders. We will not receive any
proceeds from the sale of these shares.

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RISK FACTORS

Before you invest in our common stock, you should be aware that making such
an investment involves various risks, including those described below. You
should carefully consider these risk factors, together with all of the other
information included in this prospectus and the information incorporated by
reference, before you decide whether to purchase shares of our common stock.

We Have Only Been in Business for a Short Period of Time, So Your Basis for
Evaluating Us Is Limited.

We began operations in April 1996 when we launched a limited, initial Web
site. We launched a more extensive Web site in September 1996. As a result,
there is a limited history of operations for evaluating our business. You must
consider the risks and difficulties frequently encountered by early stage
companies in new and rapidly evolving markets, including the Internet market and
the direct-to-consumer advertising market. Some of these risks and
uncertainties relate to our ability to:

. design, develop and implement effective marketing and sponsorship programs
for existing clients and new clients;

. maintain and expand our relationship with Novartis AG;

. attract additional pharmaceutical and other healthcare sponsors in order to
generate significant revenue;

. build our organizational and technical infrastructures to manage our growth
effectively;

. maintain our current strategic relationships and develop new ones;

. respond effectively to actions taken by our competitors;

. attract a larger audience to our Web sites;

. increase awareness of our brand and continue to develop visitor loyalty;

. integrate acquired and managed businesses, technologies and services; and

. attract, retain and motivate qualified personnel.

If we are unsuccessful in addressing these risks and uncertainties, our
business, financial condition and results of operations will be materially and
adversely affected.

We Have Lost Money in Every Quarter and Year, and We Expect These Losses to
Continue in the Future.

Since we began our operations in 1996, we have lost money in every quarter
and year. As of September 30, 1999, we had an accumulated deficit of
approximately $11.8 million. We intend to increase the amount of our expenses
significantly in the future in order to expand our operations and our employee
base. We do not expect that we will generate sufficient revenue to cover these
expenses through at least the year 2000. If our revenue does not increase and
we cannot adjust our level of spending adequately, we may not generate
sufficient revenue to become profitable. Even if we do become profitable, we
may not be able to sustain or increase profitability on a quarterly or annual
basis in the future. Our ability to generate revenue depends primarily upon our
ability to attract visitors to our Web sites and to attract pharmaceutical and
other healthcare advertisers as clients and sponsors.

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Significant Merger-Related Risks.

We expect to incur charges of approximately $4.6 million in connection with
the POL merger which relates to fees, legal and accounting services and other
integration costs. These costs may be higher than we anticipate. In addition,
we may incur other additional unanticipated merger costs. These costs may delay
the anticipated benefits of the merger. Some of these nonrecurring costs will
be charged to operations in the fiscal quarter in which the merger is
consummated while others will be expensed as incurred during the post-merger
integration period.

Under pooling of interests accounting treatment, the accounts of
Mediconsult will be combined with those of POL at their historical carrying
amounts, and Mediconsult's financial statements for all prior periods will be
restated to reflect its accounts as if the two companies had been combined for
all periods.

After completion of the POL merger, if events occur that cause the merger to
no longer qualify for pooling of interests accounting treatment, the purchase
method of accounting would apply. Under that method, we would record the
estimated fair value of Mediconsult common stock issued in the merger as the
cost of acquiring the business of POL. That cost would be allocated to the
individual assets acquired and liabilities assumed according to their respective
fair values, with the excess of the estimated fair value of Mediconsult common
stock over the fair value of net assets acquired recorded as goodwill, to be
amortized over a period of up to 20 years. The estimated fair value of
Mediconsult common stock to be issued in the merger is much more than the
historical net book value at which POL carries its assets in its accounts.
Therefore, purchase accounting treatment could have a material adverse effect on
the reported operating results of the combined company compared to pooling of
interests accounting treatment.

The POL Merger May Not Be Completed.

The completion of the POL merger depends upon meeting a number of conditions
as described in the merger agreement, many of which are out of our control.
Although certain shareholders of Mediconsult and POL holding a sufficient number
of shares have agreed to vote in favor of the merger agreement and the related
transaction, the merger may not be completed if any of the conditions are not
satisfied. The failure to complete the POL merger could adversely affect our
stock price.

We Are Dependent on Certain Companies for a Significant Portion of Our Revenue.

Approximately 55% of our revenue for the year ended December 31, 1997
resulted from engagements by various independent divisions of Novartis AG. We
are also developing a custom version of an electronic medical education product
for Bristol Myers Squibb. In 1998, revenue from Novartis and Bristol Myers
represented $0.7 or 65% of our total revenue. In the nine months ended September
30, 1999, revenue from Novartis and Bristol Myers represented $3.4 million or
86% of our total revenue. We anticipate that these and other divisions of
Novartis and our engagement with Bristol Myers will account for a substantial
portion of our revenue for the foreseeable future. We currently have an
agreement with one division of Novartis, Novartis Consumer Health Canada, to
manage its Habitrol smoking cessation Web site, which we designed, developed and
implemented. We are evaluating and working with Novartis Pharma to design,
develop and manage additional Web sites. We are also discussing with Novartis
other possible marketing and sponsorship programs. We cannot predict whether we
will be engaged to perform any services as a result of these discussions.
Novartis or Bristol Myers may elect to terminate our agreements or engagements
or it may demand changes to the terms of these agreements or engagements that
are less favorable to us than existing terms. We do not have written agreements
with Novartis for most of our engagements with it. If we lose Novartis or
Bristol Myers as a customer or the relationship becomes less favorable to us,
our business, financial condition and results of operations will be materially
and adversely affected.

Novartis may also choose to change or limit the products that it advertises
on the Internet or on our Web sites. If they do, this change could materially
and adversely impact our sponsorship revenue. In addition, our relationship with
Novartis or Bristol Myers could be negatively affected by any business or
financial developments that impact Novartis or Bristol Myers, such as a delay or
failure to obtain or maintain FDA approval of pharmaceutical products, a general
downturn in its business or a reduction in its direct-to-consumer advertising
budget.

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We May Have Difficulty Managing Our Expanding Operations.

We are currently engaged in a significant expansion of our operations.
Also to date, a portion of our software development and all of our technical
support, network and hardware operations have been outsourced to a third party.
Our network and technical support were previously managed by a third party.
Recently, we established a facility in Toronto, Canada, where our software
development and technical and network support are now located. We recently
acquired pharminfo.com, a Web site providing information on pharmaceutical
products and clinical trials for pharmacists, physicians and consumers,
cyberdiet.com, a Web site providing tailored nutritional information and
programs, Cyber-Tech, Inc., which operates Heartinfo.org, and entered into an
agreement to merge with inciid.org, a Web site providing information on
infertility, and we acquired Mood Sciences, a mental health oriented web site
that utilizes a proprietary tool to diagnose and track states of depression
online. In addition, we are considering establishing an office in Parsippany,
New Jersey in the near future, in connection with our proposed joint venture
with CommonHealth.

As part of our expansion, we will have to implement additional operational
and financial systems, procedures and controls to maintain appropriate
coordination among our technical, accounting, finance, marketing, sales and
editorial staffs. If these systems and controls are not adequate, we will have
significant difficulty managing the various business functions of our operations
from multiple locations. We will also need to recruit, train and retain a
significant number of employees, particularly employees with technical,
marketing, sales and healthcare backgrounds. Individuals with these backgrounds
are in high demand and we are not certain that we will be able to attract the
staff we need. In addition, many of our senior management personnel have
recently joined Mediconsult and have not yet become integrated into and
experienced with our operations, policies, personnel and sponsors. In
connection with the transition of our technical operations, difficulties may
arise that could cause disruptions in the operation of our Web sites. Any of
the risks described above could have a material and adverse effect on our
business, financial condition and results of operations.

Mediconsult May Face Challenges in Integrating Acquired Businesses and, as a
Result, May Not Realize the Expected Benefits of the Acquired Businesses.

Integrating the operations and personnel of Mediconsult and the businesses
it has acquired, or in the future may acquire (such as POL), will be a complex
process, and Mediconsult is uncertain that the integration will be completed
rapidly or that it will achieve the anticipated benefits of the relevant
acquisition. The successful integration of our companies will require, in many
cases, among other things, integration of our sales and marketing groups and
coordination of our development efforts, our system and our technology. The
diversion of the attention of our management and any difficulties encountered in
the process of combining Mediconsult with acquired businesses could cause the
disruption of, or a loss of momentum in, the activities of the combined
company's business. Further, the process of combining Mediconsult with acquired
businesses could negatively affect employee morale and the ability of the
combined company to retain some of its key employees after these acquisitions.
The inability to successfully integrate the operations and personnel of
Mediconsult and any acquired business, or any significant delay in achieving
integration, could have a material adverse effect on the business, financial
condition and operating results of the combined company after the relevant
acquisition.

Because Our Business Model Is Unproven, We May Not Be Successful.

There are various ways to sell advertising on the Internet, the most common
means being through simple advertisements on Web sites, known as banner
advertisements. Our business depends upon the sale of in depth Internet-based
marketing programs to, and developing sponsorship relationships with,
pharmaceutical and other healthcare companies. Sales of these programs usually
depend upon a prospective client first deciding to engage in direct-to-consumer
advertising, then deciding to adopt an Internet-based marketing or advertising
strategy and finally implementing that strategy by developing a marketing
program for a particular drug or other healthcare product. This typically
involves a significant commitment of time and money from the client and, we
believe, requires us to establish a closer relationship with the client than in
the case of banner advertisements. Based on our experience, it typically takes
six weeks to nine months to finalize an agreement with a potential customer. In
addition, our business depends upon our ability to design, develop and implement
a customized marketing and

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advertising program calculated to achieve the specific client's marketing
objectives. Our business, financial condition and results of operations will be
materially and adversely affected if the business model we have adopted is not
attractive to our prospective clients and if we are unable to adapt to other
business models for generating Internet advertiser/sponsorship revenue.

We currently intend to develop sponsorship relationships for our Web sites
solely with pharmaceutical and other healthcare companies. Accordingly, our
target customer base is limited. Most of our current or potential sponsors have
little or no experience using the Internet for marketing and advertising and
have allocated only a limited portion of their marketing and advertising budgets
to the Internet. The adoption of Internet marketing and advertising by entities
that have historically relied upon traditional media for marketing and
advertising requires the acceptance of a new way of conducting business,
exchanging information and advertising products and services. These customers
may find Internet advertising to be less effective than traditional advertising
media for promoting their products and services. In addition, direct-to-
consumer pharmaceutical advertising is a relatively new concept and, as a
result, we cannot assure you that it will increase, or if so, to what extent it
will increase, generally or through the Internet.

We Will Not Be Successful If the Use of the Internet for Advertising Does Not
Continue To Increase.

A significant percentage of our revenue will be derived from Internet
marketing and sponsorship relationships for the foreseeable future. Since the
Internet advertising market is new and rapidly evolving, we cannot yet gauge its
acceptance as an effective media by advertisers. Our business, financial
condition and results of operations will be materially and adversely affected if
the Internet advertising market develops more slowly than we expect. Moreover,
"filter" software programs that limit or prevent advertising from being
delivered to an Internet visitor's computer are available. Widespread adoption
of this software could adversely affect the commercial viability of Internet
advertising and as a result would materially and adversely affect our business,
financial condition and results of operations.

Advertisers may choose not to sponsor our Web sites or may pay less for
advertising on our Web sites if they do not perceive the visitor measurements of
our Web sites to be reliable. No standards have been widely accepted to measure
the effectiveness of Internet advertising or to measure the demographics of our
visitor base. Third parties currently provide these measurement services for
us. If they are unable to provide these services in the future, we would be
required to perform them ourselves or obtain them from another provider. This
could cause us to incur additional costs or cause interruptions in our business
while we replace these services. In addition, we are implementing additional
systems designed to record demographic data of visitors. If we do not implement
these systems successfully, we may not be able to accurately evaluate the
demographic characteristics of the visitors.

We Depend On the Continued Growth of The Internet for Our Services.

The Internet is relatively new and is rapidly evolving. Our business,
financial condition and results of operations will be materially and adversely
affected if Internet usage does not continue to grow. Internet usage may be
inhibited for a number of reasons:

. demands placed on the Internet infrastructure and the potential decline
in performance and reliability as usage grows;

. security and authentication concerns with respect to the transmission
over the Internet of confidential information, like credit card numbers
and medical information, and attempts by unauthorized computer
visitors, known as hackers, to penetrate online security systems; and

. privacy concerns, including those related to the placement by Web sites
of certain information to gather visitor information, known as cookies,
on a visitor's hard drive without the visitor's knowledge or consent.

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We must adapt as the Internet continues to evolve. To be successful, we
must adapt to the changing technologies in our rapidly evolving market by
continually enhancing our Web sites and introducing new services to address our
customers' changing demands. This will entail a continuous level of development
and capital spending and we could incur substantial additional costs if we need
to modify our services or infrastructure. Our business, financial condition and
results of operations will be materially and adversely affected if we incur
significant costs to adapt, or cannot adapt, to these changes.

You Should Not Rely on Our Quarterly Operating Results as an Indication of How
We Will Do in the Future.

Our quarterly operating results may vary significantly in the foreseeable
future due to a number of factors that could affect our revenue, expenses or
prospects during any particular quarter. These factors include:

. the demand for direct-to-consumer healthcare advertising on the Internet
in general and on our Web sites in particular;

. visitor traffic levels on our Web sites;

. our ability to retain our significant clients, particularly Novartis;

. our ability to attract and retain other sponsors that are seeking in-
depth Internet-based marketing and advertising programs;

. changes in rates paid for Internet advertising resulting from competition
or other factors;

. technical difficulties or system downtime affecting the Internet or the
operation of our Web sites;

. the amount and timing of our costs related to our marketing and sales
efforts;

. costs we may incur as we expand our operations;

. seasonality in sponsorship agreements and Internet usage;

. our ability to price our marketing and sponsorship programs profitably;

. costs related to the acquisition and integration of other businesses,
technologies and services; and

. economic conditions specific to the healthcare and pharmaceutical
industries and to the Internet.

The timing of our ability to develop sponsorship relationships is one of
the most significant factors affecting quarterly results. The time between the
date of initial contact with a potential advertiser and the execution of a
contract with the advertiser typically ranges from six weeks for smaller
agreements to nine months for larger agreements. These contracts are also
subject to delays over which we have little or no control, including customers'
budgetary constraints, their internal acceptance reviews, whether or when
regulatory approval of their products is given by the FDA or other regulatory
authority, the possibility of cancellation or delay of projects by advertisers
and any post-approval actions taken by the FDA or other regulatory authority,
including product recalls. During the selling process, we may expend
substantial funds and management resources and yet not obtain adequate
advertiser/sponsorship revenue. Once a contract is executed, a significant
portion of our revenue is derived from customized Web site development and
implementation projects, rather than from recurring fees. As a result, we
cannot predict with certainty when we will perform the work necessary to receive
payment for these projects.

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In any given quarter, we may not be able to adjust spending in a timely
manner to compensate for any unexpected shortfall in our revenue. Any
significant shortfall would have an immediate material and adverse effect on our
business, financial condition and results of operations. Since we have a
limited operating history, we cannot yet determine whether seasonal factors will
affect our quarterly operating results. Traffic levels on Web sites have
typically fluctuated during the summer and year-end vacation and holiday
periods, and this could result in a decrease in user traffic on our Web sites
during these periods.

Similar seasonal or other patterns may develop in the Internet advertising
industry. Due to all of the foregoing factors, and the other risks discussed in
this section, you should not rely on quarter-to-quarter comparisons of our
results of operations as an indication of future performance. It is possible
that in some future periods our operating results will be below the expectations
of public market analysts and investors. In this event, the price of our common
stock would likely fall.

There Are Many Competitors in the Healthcare Segment of the Internet Market and
We May Not be Able to Compete Effectively Against Them.

There are many companies that provide Internet and non-Internet based
marketing and advertising services to the healthcare industry. All of these
companies compete with us for advertisers, and Internet healthcare companies
also compete with us for visitor traffic. We expect competition to continue to
increase as there are no substantial barriers to entry in our market. Increased
competition could result in reductions in the fees we receive for our marketing
and sponsorship relationships, lower margins, loss of clients, reduced visitor
traffic to our Web sites, or loss of market share. Any of these occurrences
could materially and adversely affect our business, financial condition and
results of operations. Competition is also likely to increase significantly,
not only as new entities enter the market, but also as current competitors
expand their services. Our principal competitors include:

. advertising agencies and consulting firms, such as Young & Rubicam and
Agency.com, that develop marketing and advertising programs for
pharmaceutical and other healthcare companies;

. Web sites that deliver consumer healthcare information, either as their
sole focus or as part of a more broadly-based site, such as Health Oasis,
InteliHealth, iVillage, OnHealth, Thrive Online and WebMD;

. general purpose consumer on-line service providers, such as America
Online and Microsoft Network;

. Web site development firms, such as USWeb/CKS; and

. publishers and distributors of television, radio and print, such as CBS,
Disney, NBC and Time Warner.

Our ability to compete depends on a number of factors, many of which are
outside of our control. These factors include quality of content, ease of use,
timing and market acceptance of new and enhanced services, and level of sales
and marketing efforts.

Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, existing
relationships with pharmaceutical and other healthcare companies and
significantly greater financial, technical and marketing resources than we do.
This may allow them to devote greater resources than we can to the development
and promotion of their services. These competitors may also engage in more
extensive development efforts, undertake more far-reaching marketing campaigns,
adopt more aggressive pricing policies and make more attractive offers to
existing and potential employees, sponsors and alliance partners. Our
competitors may develop services that are equal or superior to those we provide
or that achieve greater market acceptance and brand recognition than we achieve.
In addition, current and potential competitors have established or may establish
cooperative relationships among themselves or with third parties to increase
their ability to address the needs of sponsors. It is possible that new
competitors may emerge and rapidly

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acquire significant market share. We may not be able to compete successfully or
competitive pressures may have a material adverse effect on our business,
results of operations and financial condition. If advertisers perceive the
Internet generally or our Web sites to be a relatively limited or ineffective
advertising medium, advertisers may be reluctant to devote a significant portion
of their advertising budget to Internet advertising or to become sponsors of our
Web sites.

We Must Continually Enhance and Develop the Content and Features of Our Web
Sites To Attract Visitor Traffic and Sponsors.

We produce only a portion of the editorial content available on our Web
sites and rely on third-party firms and organizations for most of our content.
Much of the information on our Web sites is easily available from other sources.
Other Web sites may present the same or similar content in a superior manner to
our Web sites, which would adversely affect our visitor traffic. To remain
competitive, we must continue to enhance and improve our content. In addition,
we must continually improve the responsiveness, functionality and features of
our Web sites and develop other products and services attractive to visitors and
sponsors. Changes to our Web sites may contain undetected programming errors
that require significant design modifications, which may result in a loss of
consumer confidence and user support and a decrease in the value of our brand
name. We plan to develop and introduce new features, functions, content,
products and services that will require the development or licensing of
increasingly complex technologies. We may not succeed in developing or
introducing features, functions, products and services that will attract
visitors and sponsors, which would be likely to materially and adversely affect
our business, financial condition and results of operations.

We Need To Create a Mediconsult Brand Identity To Be Successful.

In order to build and align our brand awareness, we must succeed in our
marketing efforts, provide high-quality services and increase the number of
visitors to our Web sites. In addition, healthcare consumers must, among other
things, perceive us as offering relevant, reliable healthcare information from
trustworthy sources. We intend to increase significantly our marketing
expenditures as part of our brand-building efforts. If these efforts are
unsuccessful and we cannot increase our brand identity and increase revenue, our
business, financial condition and results of operations will be materially and
adversely affected.

We Are Subject to the Risks of Integrating and Successfully Funding Our Joint
Ventures and Acquisitions.

We have in the past developed joint ventures with and acquired
complementary businesses, technologies, services or products, including topic-
specific Web sites, and may continue to do so in the future. In February 1999,
we executed a memorandum of agreement outlining the principal terms of a joint
venture with CommonHealth, a healthcare advertising agency specializing in
traditional media advertising, to offer multimedia solutions to pharmaceutical
and other healthcare companies. We and CommonHealth have agreed on the outline
of a business plan and are in the process of developing more formal
documentation for the joint venture. We intend to commit a significant amount
of personnel and financial resources to the joint venture. The joint venture
may not be successfully established. If the joint venture is established, the
operation of the joint venture could be a significant distraction for our
management and require significant resources. In addition, issues may arise
between the parties as to whether the joint venture or one of the venturers has
the right to market and perform particular services for specific clients.

We recently acquired pharminfo.com, a Web site providing information on
pharmaceutical products and clinical trials for pharmacists, physicians and
consumers, cyberdiet.com, a Web site providing tailored nutritional information
and programs, Cyber-Tech, Inc., which operates Heartinfo.org, and entered into
an agreement to merge with inciid.org, a Web site providing information on
infertility, and we acquired Mood Sciences, a mental health oriented web site
that utilizes a proprietary tool to diagnose and track states of depression
online. We may not receive a positive return on our investment in these Web
sites and may not realize other benefits anticipated from these transactions.
We may have difficulty assimilating these Web sites and their operations with
our existing Web sites, and this could result in a loss of visitor traffic and
revenue.

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We may not be able to identify suitable acquisition candidates or joint
venture and alliance partners in the future. Even if we do identify suitable
candidates, we may not be able to enter into transactions with these candidates
on commercially acceptable terms. If we make other acquisitions or enter into
these other arrangements, we could have difficulty in integrating the acquired
products, services or technologies into our operations. These difficulties
could disrupt ongoing business, distract management and employees, increase our
expenses and materially and adversely affect our business, financial condition
and results of operations. We may incur significant amortization charges from
the goodwill resulting from acquisitions. We may also incur indebtedness or
issue equity securities to pay for future acquisitions or management or
sponsorship rights. The issuance of equity securities could be dilutive to our
existing stockholders. The issuance of the Mediconsult stock in connection with
the POL merger will result in immediate and substantial dilution to existing
Mediconsult stockholders.

Aspects of Our Web Sites May Subject Us to Regulatory Oversight and Other
Concerns.

Under the "MediXpert" service offered through mediconsult.com, visitors pay
a fee and ask a licensed physician particular medical questions. A number of
states have enacted laws which prohibit what is known as the corporate practice
of medicine. These laws are designed to prevent interference in the medical
decision-making process from anyone who is not licensed in that state. Although
we have attempted to structure this service in a manner that will not constitute
the practice of medicine, if the specialist is deemed to be practicing medicine,
the specialist may be required to be licensed as a physician in the jurisdiction
where the visitor resides, or we may be forced to cease providing the
"MediXpert" service. In addition, if our specialists are deemed to be
practicing medicine without a license, we may be subject to a lawsuit alleging
the aiding or abetting of the unlicensed practice of medicine or potentially a
medical malpractice lawsuit. We have attempted to design the "MediXpert"
service to avoid the claim that we or our specialists are practicing medicine.
The specialists provide general information in response to hypothetical
questions. No medical opinions or diagnoses are provided and no patient-
specific recommendations are made. We instruct the specialist to recommend that
a visitor consult with his/her physician, and state that all information
provided is for educational purposes only. Based on these limitations, we
believe that the services provided by our specialists do not constitute
practicing medicine. In the event that some state or other regulatory agency
determines that we or our specialists are practicing medicine without a license,
we will be required to revise or terminate this portion of our business and we
could be subject to possible liability. We are considering whether to
discontinue the "MediXpert" service.

Numerous state and federal laws also govern the delivery of healthcare
services and goods. Healthcare licensing laws and laws prohibiting the offer,
payment or receipt of remuneration to induce referrals to entities providing
healthcare services or goods, many of which are being actively enforced, apply
to Internet healthcare applications as well. In the event some state or federal
regulatory agency determined that our relationship with one or more of our
advertisers that deliver healthcare services or goods violate any such laws,
then we could be subjected to fines and other costs and could be required to
revise or terminate that portion of our business. Our pharmaceutical clients
are also subject to review by the FDA for compliance with regulations governing
the information that can be provided to consumers on a pharmaceutical product.
These regulations, for example, limit recommended uses to the specific uses
approved by the FDA. The FDA also monitors compliance with direct-to-consumer
advertising regulations. If the FDA adopts regulations specifically aimed at
pharmaceutical advertising on the Internet or takes action with respect to a
particular client's advertising program, our existing marketing and advertising
programs for clients and future opportunities could be materially and adversely
affected.

Our Key Personnel Are Very Important to Our Success.

Our future success depends on the services of our senior management
personnel. We do not have key person life insurance on any of our personnel.
Loss of any one or more of our senior management personnel would have a material
adverse effect on our business, financial condition and results of operations.
To be successful, we will also need to attract and retain individuals with
expertise in the areas of marketing and sales and technology. In addition, the
successful staffing and integration of our in-house programming operations will
depend on our ability to attract and retain qualified employees. Competition
for qualified personnel is intense, and the loss of key personnel, or the
inability to attract, train and retain the additional highly skilled personnel
required for the

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<PAGE>

expansion of our activities, would materially and adversely affect our business,
financial condition and results of operations.

We Are Controlled By Management Stockholders, Whose Interests May Differ from
Other Stockholders.

Mr. Robert A. Jennings, our Chief Executive Officer, currently owns as an
individual and through affiliated entities controls 45.6% of the outstanding
shares of our common stock, and after the POL merger will own and through
affiliated entities control approximately 26.9% of the outstanding shares of our
common stock. Together with Mr. Jennings, the management stockholders of
Mediconsult will own or control approximately 36.9% of Mediconsult's outstanding
common stock after the POL merger. Accordingly, pursuant to Delaware corporate
law, the Mediconsult management stockholders will effectively control the
election of all of our directors and, in general, have sufficient voting power
to determine (without the consent of our other stockholders) the outcome of any
corporate transaction or other matter submitted to the stockholders for
approval. These include mergers, consolidations and the sale of all or
substantially all of our assets, and also the power to prevent or cause a change
in control. The interests of the management stockholders may differ from the
interests of other stockholders.

We Are Subject to Risks Associated with International Operations.

Our business is conducted through operations and employees in Bermuda,
Canada and the United States. Our international operations and activities
subject us to a number of risks, which include the risk of complying with
multiple complex regulatory requirements, like European Community regulations
affecting Internet operations, and the risks of political and economic
instability, difficulty in managing foreign operations, potentially adverse
taxes, higher expenses and difficulty in collection of accounts receivable. In
addition, we receive most of our revenue in U.S. dollars, but a substantial
portion of our payroll and other expenses are paid in the currency of the
country where our employees reside or operations are located. Because our
financial results are reported in U.S. dollars, they are affected by changes in
the value of the various foreign currencies that we use to make payments in
relation to the U.S. dollar. We do not cover known or anticipated operating
exposures through foreign currency exchange option or forward contracts.

The Internet is Subject to Many Governmental Regulations which May Impact Our
Ability to Conduct Business.

There is, and will be, an increasing number of laws and regulations
pertaining to the Internet. These laws or regulations may relate to liability
for information received from or transmitted over the Internet, online content
regulation, user privacy, taxation and quality of products and services. In
addition, the applicability to the Internet of existing laws governing
intellectual property ownership and infringement, copyright, trademark, trade
secret, obscenity, libel, employment, personal privacy and other issues is
uncertain and developing. Any new law or regulation, or the adverse application
or interpretation of existing laws, may decrease the growth in the use of the
Internet or our Web sites. This could decrease the demand for our services,
increase our cost of doing business or otherwise have a material adverse effect
on our business, financial condition or results of operations.

We May Be Subject to Claims Based on the Content We Provide on the Internet.

Because visitors to our Web sites may distribute our content to other
people, third parties might sue us for defamation, negligence, product
liability, copyright, or trademark infringement, or other matters. These types
of claims have been brought, sometimes successfully, against other on-line
services in the past. We may also incur liability for the content on other Web
sites that are linked to our Web sites or for content and materials that may be
posted by visitors in chat rooms or bulletin boards. Our e-mail services may
also subject us to potential claims resulting from unsolicited e-mail, lost or
misdirected messages, illegal or fraudulent use of e-mail or interruptions or
delays in e-mail service. We also enter into agreements with commerce partners
that entitle us to receive a share of any revenue from the purchase of goods and
services through direct links from our Web sites to their Web sites. These
arrangements may subject us to additional claims, including product liability or
personal injury related

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<PAGE>

to these products and services, because we provide
access to these products or services, even if we do not provide the products or
services ourselves.

Satisfactory Performance of our Web Sites is Critical to Our Business and
Reputation.

The performance of our Web sites is critical to our business and reputation
and to our ability to attract visitors and sponsors to our Web sites. We are
dependent upon the continuous, reliable and secure operation of Internet servers
and related hardware and software. To the extent that service is interrupted or
delayed, we could experience a decrease in traffic and revenue. We do not at
present have any back up "off-site" systems or a formal disaster recovery plan,
nor do we have insurance coverage for business interruption. Substantially all
of our communications hardware and some of our other computer hardware
operations are located in Toronto, Canada. Fire, floods, earthquakes, power
loss, telecommunications failures, break-ins and similar events could damage
these systems. Computer viruses, electronic break-ins or other similar
disruptive problems could also adversely affect our Web sites.

Our Web sites must accommodate a high volume of traffic and deliver
information that is updated frequently. Our Web sites have in the past and may
in the future experience slower response times or decreased traffic for a
variety of reasons. In addition, our visitors depend on Internet Service
Providers, online service providers and other Web site operators for access to
our Web sites. Many of them have experienced significant outages in the past
and could experience outages, delays and other difficulties due to system
failures unrelated to our systems in the future.

The on-going enhancement of our Web site is dependent upon the success of
development efforts that will be performed by in-house employees and by
contractors. To the extent that these development efforts are delayed or
unsuccessful, we will incur additional development expenses and may not remain
competitive in the design and use of our Web sites.

A Lack of Security Over the Internet May Impact our Business.

A significant barrier to electronic commerce and confidential
communications over the Internet has been the need for secure transmission of
confidential information. Internet usage could decline if any well-publicized
compromise of security occurred. We may incur significant costs to protect
against the threat of security breaches or to alleviate problems caused by such
breaches. Experienced programmers could attempt to penetrate our network
security. Programmers who are able to penetrate our network security could
misappropriate proprietary information or cause interruptions in our services,
and we could be required to expand capital and resources to protect against or
to alleviate problems caused. Purposeful security breaches could have a
material adverse effect on our business, results of operation and financial
condition.

We Are Dependent on our Intellectual Property.

Trademarks, copyrights and other proprietary rights are important to our
success and our competitive position. Third parties may infringe or
misappropriate our trademarks, copyrights and other proprietary rights, which
could have a material and adverse effect on our business, financial condition
and results of operations. In addition, we do not know how extensive our
intellectual property protection is since the validity, enforceability and scope
of protection of proprietary rights in Internet-related industries is uncertain
and still evolving.

We license some of our content from third parties. It is possible that we
could become subject to infringement actions based upon the content obtained
from these third parties. In addition, others may use this content and we may
be subject to claims from our licensors. These claims, with or without merit,
could subject us to costly litigation and the diversion of our financial
resources and technical and management personnel. We have entered into
confidentiality agreements with our key employees and independent consultants
and we have instituted procedures to control access to and distribution of our
technology, documentation and other proprietary information and the proprietary
information of others from which we have licensed content or technology.
Despite our efforts to protect our proprietary rights, parties may attempt to
disclose, obtain or use our content or

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<PAGE>

technologies. There can be no assurance that the steps we have taken will
prevent misappropriation of our content or technologies.
ear 2000 Problems May Disrupt Our Business.

It is generally anticipated that many organizations will experience
operational difficulties at the beginning of the year 2000 as a result of the
fact that many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. The costs of
defending and resolving year 2000-related disputes, and any liability of
Mediconsult for year 2000-related damages, including consequential damages,
could have a material adverse effect on our business, financial condition and
results of operations. Based on our assessment to date, we believe that our
internal systems are year 2000 compliant and will not produce erroneous results,
fail to function, or interrupt performance. Despite our testing, our systems
may contain undetectable errors or defects associated with the year 2000 and
operational difficulties may result. To the extent that our assessment is
finalized without identifying any additional material non-compliant information
technology systems or non-information technology systems that we operate or that
are operated by third parties, the most reasonably likely worst case year 2000
scenario is a systemic failure beyond our control, such as a prolonged Internet,
telecommunications or electrical failure. Such a failure could prevent us from
operating our business, prevent visitors from accessing our Web sites, or change
the behavior of consumers accessing our Web sites. We believe that the primary
business risks, in the event of such a failure, would include lost sponsorship
revenue, increased operating costs, loss of visitors to our Web site, or other
business interruptions of a material nature, as well as claims of mismanagement,
misrepresentation, or breach of contract, any of which could have a material
adverse effect on our business, results of operations and financial condition.
We have not made any contingency plans to address such risks.

Future Sales of our Common Stock by Our Existing Stockholders Could Have an
Adverse Effect on the Market Price of Our Common Stock.

The market price of our common stock could decline as a result of sales by
our existing stockholders and the former stockholders of POL of a large number
of shares of common stock in the market after the POL merger, or the perception
that these sales may occur. These sales also might make it more difficult for
us to sell equity securities in the future at a time and at a price that we deem
appropriate. In addition, sales of shares by the selling stockholders pursuant
to this offering could adversely affect the company's stock price.

Our Stock Price is Volatile and Could Continue To Be Volatile.

Investment interest in Mediconsult may not sustain an active or liquid
trading market. The market price of our common stock has fluctuated in the past
and is likely to continue to be volatile and subject to wide fluctuations. In
addition, the stock market has experienced extreme price and volume
fluctuations. The stock prices and trading volumes for many Internet companies
fluctuate widely for reasons that may be unrelated to their business or results
of operations. The market price of our common stock may decline. General
economic, market and political conditions could also materially and adversely
affect the market price of our common stock and investors may be unable to
resell their shares of common stock at or above the value of the Mediconsult
common stock at the time of their acquisition of the shares.

Forward Looking Statements; Market Data

A number of statements made in this prospectus or in filings incorporated
by reference, including under the captions "Summary", "Risk Factors" and "The
Company", are forward-looking statements. These forward-looking statements are
not historical facts. Because these forward-looking statements involve risks
and uncertainties, there are important factors that could cause actual results
to differ materially from those expressed or implied by these forward-looking
statements, including those discussed under "Risk Factors."

Such statements include assumptions that (1) the POL merger will be
completed; (2) no catastrophic failure of the Internet will occur; (3) the
number of people who use the Internet and the total number of hours spent

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<PAGE>

online will increase significantly over the next five years; (4) the value of
online sponsorship dollars spent for each hour a visitor is online will
increase; (5) the speed at which content can be downloaded from the Internet
will increase dramatically; and (6) Internet security and privacy concerns will
be adequately addressed.

In addition, such statements also are based on the assumptions that (1)
there will be no adverse changes in existing direct-to-consumer advertising
regulations; (2) direct-to-consumer advertising spending will continue to be
accepted by pharmaceutical companies as an attractive vehicle for advertising;
(3) the number of pharmaceutical products covered by direct-to-consumer
advertising will continue to increase; and (4) advertisers will increasingly use
the Internet as a forum for direct-to-consumer advertising.

If any one or more of these assumptions turns out to be incorrect, actual
results may differ from the projections given by these firms. These markets may
not grow at the rates projected by the firms named above or at all. The failure
of these markets to grow at such projected rates could have a material adverse
effect on our business, financial condition and results of operations, and the
market price of our common stock.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this filing
and elsewhere may constitute "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance, achievements,
plans and objectives to be materially different from any future results,
performance, achievements, plans and objectives expressed or implied by such
forward-looking statements.

Cautionary statements describing factors that could cause actual results to
differ materially from our expectations are discussed in this filing and
elsewhere, including in conjunction with forward-looking statements included
under "Risk Factors." All subsequent written or oral forward-looking statements
attributable to us or to persons acting on our behalf are expressly qualified in
their entirety by those cautionary statements.

We expressly disclaim any obligation or undertaking to update or revise any
forward-looking statements to reflect any changes in events or circumstances or
in our expectations or results. Statements in this prospectus regarding parties
other than us are based upon representations of such other parties.

WHERE CAN YOU FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov.

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

. Annual Report on Form 10-K for the year ended December 31, 1998

. Quarterly Reports on Form 10-Q for the periods ended March 31, 1999,
June 30, 1999 and September 30, 1999

. Current Reports on Form 8-K or Form 8-K/A, dated September 7, 1999,
September 2, 1999, August 30, 1999 and June 29, 1999

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<PAGE>

. Prospectus, filed November 30, 1999 with the SEC pursuant to Rule
424(b) under the Securities Act

. The description of our common stock contained in our registration
statement on Form 10SB, filed pursuant to Section 12(g) of the
Exchange Act (SEC File No. 000-29282), including any amendment or
report filed before or after this prospectus for the purpose of
updating such description

You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

Mediconsult.com, Inc.
1330 Avenue of the Americas
New York, New York 10019
(212) 841-7300
Attn: E. Michael Ingram
e-mail: [email protected]

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.

THE COMPANY

General

Mediconsult is a leading provider of patient-oriented healthcare
information and services on the World Wide Web. Our Web sites provide a trusted
source of comprehensive and easy to understand medical information and are
designed to empower consumers through increased education related to medical
conditions and treatment alternatives. For instance, our Web site
mediconsult.com includes easy to understand information on more than 60 chronic
medical conditions and health issues. We believe that in the United States these
medical conditions affect more than 90 million people and represent a
significant portion of healthcare spending. Within this group of medical
conditions, we provide specific tools, resources, experts and information
databases to assist visitors in dealing with a variety of inquiries including
those relating to a recent diagnosis, general background information, and highly
technical drug profiles.

Our Web sites also provide a destination on the Internet where visitors can
interact with others in a community environment. We facilitate this environment
through a well-organized, easy to navigate format and an array of complementary
services, including moderated on-line support groups and discussion forums. By
fostering communities centered around prevalent medical conditions and health
issues, we believe we create significant opportunities for pharmaceutical and
other healthcare companies to reach a highly targeted consumer audience using
Internet-based marketing and advertising programs.

Recent Developments

If the merger is completed:

. Mediconsult stockholders will continue to own their existing shares of
Mediconsult common stock; and

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<PAGE>

POL is an Internet online service that provides medical information,
communications, and a transactions network for physicians. It is a secure,
physicians-only environment featuring access to medical databases, daily medical
news, continuing medical education credits, clinical symposia, e-mail accounts,
Internet, discussions with colleagues, secure prescription transactions, market
research and recruiting services, among other services. Membership is free so
long as the member does not use POL as its Internet service provider. POL's
services are principally supported by pharmaceutical and direct-to-consumer
advertising sponsors as well as subscription fees from its members using it as
an Internet service provider and MDDirect, a physician recruitment business.

SELLING STOCKHOLDERS

The selling stockholders beneficially own the number of shares of common
stock set forth in the following table as of December 7, 1999. As of November
17, 1999, we had 28,940,665 shares issued and outstanding. We can provide no
estimate as to the exact number of shares the selling stockholders will hold
after completion of this offering because the selling stockholders may sell all
or any portion of their shares pursuant to the offering contemplated by this
prospectus. The information contained in the following chart has been provided
by the selling stockholders.

<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF
BENEFICIALLY PERCENT OF OUTSTANDING SHARES REGISTERED
NAME OF SELLING STOCKHOLDER OWNED SHARES HEREBY
- --------------------------- --------------------- ----------------------- ----------------------
<S> <C> <C> <C>
Treacy & Co., LLC 2,000,000 6.91% 2,000,000

Peter May 114,114(1) * 79,114
</TABLE>

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<PAGE>

Nelson Peltz 114,114(1) * 79,114

Iris (Timi) Gustafson 170,000 * 66,725

Cynthia Fink 170,000 * 66,725

Mark Gustafson 60,000 * 23,550

Timothy J. McIntyre 200,000(2) * 100,000

Arnhold and S. Bleichroeder, Inc. 300,000(3) * 91,273(4)
</TABLE>

* Represents less than 1%

(1) Includes 35,000 shares of common stock issuable upon conversion of 35,000
shares of senior preferred stock. Messrs. May and Peltz hold warrants to
purchase such senior preferred stock.
(2) Includes 100,000 shares owned by Pharma Marketing, LLC, which is controlled
by Timothy McIntyre.

(3) Includes 200,000 shares of common stock issuable upon exercise of
warrants.

(4) Represents shares of common stock issuable upon exercise of warrants.

The registration statement of which this prospectus is a part will also
cover any additional shares of common stock which become issuable in connection
with the shares registered for sale hereby by reason of any stock split, stock
dividend, combination or reclassification or through a merger, consolidation,
reorganization or recapitalization, or by any other similar means effected
without the receipt of consideration that results in an increase in the number
of outstanding shares of common stock.

We are a party to a services agreement, dated November 16, 1998, with Treacy &
Co., an entity of which Michael Treacy, one of our former directors, is a
principal. The agreement provides that in consideration for consulting services
rendered by Treacy & Co. to Mediconsult in connection with marketing, sales and
client services advice, strategic planning and the seconding of Mr. Michael
Swanson, a principal at Treacy & Co., to act in the capacity of our Vice
President, Sales, we granted Treacy & Co. an immediately exercisable option to
purchase 2,000,000 shares of common stock, at an exercise price of $0.003 per
share. The option was exercised in full on December 9, 1999. In addition, The
Mediconsult Trust granted Treacy & Co. an option to purchase 358,333 shares of
common stock at an exercise price of $1.20 per share which option expired
unexercised on October 1, 1999. On December 9, 1999, we entered into an
agreement with Treacy & Co. and JHC Limited, an entity controlled by our
Chairman and Chief Executive Officer Robert A. Jennings and successor in
interest to The Mediconsult Trust, to register in this registration statement
the 2,000,000 shares of common stock issued to Treacy & Co. upon exercise of
the option. Under that agreement, Treacy & Co. has agreed not to sell any shares
until the restrictions on sale of our common stock imposed on Treacy & Co. as an
affiliate for purposes of "pooling of interests" in connection with the POL
merger expire, in which event, Treacy & Co. may sell up to 250,000 shares
immediately or at any time thereafter. Treacy & Co. may sell up to an additional
250,000 shares during each consecutive three month period after the expiration
of the "affiliate" restrictions and ending 12 months after the date of Treacy &
Co.'s first sale. After such 12 month period, Treacy & Co. may sell any
remaining shares without restrictions.

On February 26, 1999, we sold in a private placement an aggregate of 506,329
shares of our newly designated senior preferred stock and warrants exercisable
for five years to purchase 224,000 shares of senior preferred stock to Nazem &
Company IV, L.P., Transatlantic Venture Fund C.V. (a joint venture of Nazem &
Company and Banque Nationale de Paris), Peter May and Nelson Peltz for an
aggregate of $3.2 million. The senior preferred stock is convertible into
common stock. The shares of senior preferred stock were automatically converted
into an equal number of shares of common stock upon closing our public offering
in April of this year. The exercise price of the warrants is $6.32 per share.
In connection with the private placement, we entered into a registration rights
agreement with these investors, which, among other things, entitles these
investors to prompt notice of a proposed registration of Mediconsult shares. We
provided notice of this offering and, upon request from these investors, we are
registering 79,114 of the shares of each of Messrs. May and Peltz as indicated
above. So long as Nazem & Company IV, L.P., Transatlantic Venture Fund C.V. and
Messrs. May and Peltz hold at least 50% of their original share

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<PAGE>

position, we agreed not to effect any material change in the direction of our
business unless approved by at least two-thirds of the board of directors and
then only after consultation with these investors.

On May 11, 1999, we completed the acquisition of all the shares of CyberDiet
Inc., the owner of Cyberdiet.com, from its former shareholders, Timi Gustafson,
Cynthia Fink and Mark Gustafson, in exchange for 400,000 shares of Mediconsult
common shares. We agreed in the stock purchase agreement to file this
registration statement, covering the sale of the greater of (i) the expected
price to the public of 65,000 shares and (ii) $1,000,000. At an assumed
offering price of $6.375 per share (the closing sales price as reported on the
Nasdaq National Market on October 15, 1999), 157,000 of the shares issued to the
former CyberDiet shareholders are being registered in this registration
statement.

We entered into a membership investment agreement, effective September 7,
1999, with Pharma Marketing, LLC, to purchase 35% of the aggregate membership
interests of Pharma for $1,250,000 and 200,000 shares of Mediconsult common
stock. Timothy J. McIntyre owns the remaining 65% of Pharma. We, together with
Tim McIntyre, are the managing members of Pharma. Under the operating agreement
among Mediconsult, Pharma and Tim McIntyre, the $1,250,000 that we contributed
to Pharma, and 100,000 of the 200,000 shares that we issued to Pharma, were
distributed to Tim McIntyre in September 1999. In connection with our
investment in Pharma, we agreed to file this registration statement, covering
the sale of the 100,000 shares of common stock distributed to Tim McIntyre.

Mediconsult.com, Limited, one of our subsidiaries, has entered into a
service agreement with Pharma. Under that agreement, Pharma agrees to provide
pharmaceutical sales and marketing services to Mediconsult.com, Limited and its
affiliates for an initial term ending December 31, 2003, renewable on a yearly
basis thereafter. Under the service agreement, Pharma is entitled to receive a
monthly retainer and commissions based on revenues generated under contracts
that Pharma assists in obtaining. The service agreement is terminable by
Mediconsult.com, Limited due to Pharma's nonperformance or the failure to have
certain minimum levels of contracts in place at agreed dates. If
Mediconsult.com, Limited terminates the service agreement for cause, it has the
right to purchase the shares that we initially issued to Pharma at a price equal
to the lower of the value of the stock as of September 7, 1999 and its average
trading value at the time of such termination. Certain payment obligations of
Pharma may continue following a termination of the service agreement.

Pharma has entered into an employment agreement with Tim McIntyre for an
initial term ending December 31, 2003, renewable on a yearly basis thereafter.
Under his employment agreement, Tim McIntyre is principally responsible for
performing the services under Pharma's service agreement with Mediconsult.com,
Limited. Under his employment agreement, Tim McIntyre is entitled to receive a
salary of $250,000 per year through December 31, 2000 and $350,000 per year
thereafter. Among other benefits, Tim McIntyre is entitled to receive a non-
accountable expense allowance of $100,000 per year through September 7, 2001 and
an amount equal to up to 100% of the commissions paid under the Mediconsult.com,
Limited agreement, with a minimum of $200,000 per year through September 7,
2001. Pharma has the right to terminate the employment agreement for cause, for
the failure to have a minimum level of contracts in place under the
Mediconsult.com, Limited service agreement or without cause. Depending on the
grounds on which his employment is terminated, Tim McIntyre has the right to
receive certain ongoing payments from Pharma.

Subject to certain conditions, Pharma is obligated to distribute to Tim
McIntyre, in four equal, annual installments (beginning September 7, 2000) the
remaining 100,000 shares that we issued to Pharma. This distribution is subject
to acceleration based on financial performance. Pharma has paid Tim McIntyre
approximately $405,000 to cover certain taxes payable by him with respect to the
cash and stock distributions made to him in September 1999 and is required to
pay up to an additional $300,000 to cover future taxes with respect to future
distributions of shares. Under the Pharma operating agreement, we guaranteed
the payment by Pharma of these and other amounts, including Pharma's obligations
under its employment agreement with Tim McIntyre. Subject to certain conditions
described in the operating agreement, the members of Pharma, other than
Mediconsult, have the right to put their Pharma membership interests to us in
exchange for shares of our common stock, at a price per share ranging from the
trading value of our shares at September 7, 1999 to $25.

18
<PAGE>

Pharma also has entered into an employment agreement with James McIntyre,
the brother of Tim McIntyre, for an initial term ending December 31, 2001,
renewable thereafter on an annual basis. Under his employment agreement, James
McIntyre received a signing bonus of $30,000 and has the right to receive a
salary of $150,000 per year. In addition to other benefits, he is entitled to
receive a non-accountable expense allowance of $15,000 per year plus certain
bonuses. We have guaranteed the payment of Pharma's obligations to James
McIntyre under his employment agreement (other than the payment of certain
bonuses).

In connection with the POL merger, we expect Tim McIntyre to sign an
affiliate agreement pursuant to which he will agree not to sell, transfer or
otherwise dispose of his shares (including those being registered) until at
least 30 days after we publish the combined results of operations of POL and
Mediconsult.

Pursuant to an agreement dated July 28, 1998 with Arnhold and S.
Bleichroeder, Inc. to provide us with investment advisory services, we have
issued to this firm 100,000 shares of our common stock, which were registered
in connection with our April public offering, and agreed to issue warrants to
purchase up to an aggregate of 400,000 shares of common stock with an exercise
price of $1.22 per share, which was the closing price of our common stock on the
contract date. Of this amount, warrants for 200,000 shares of common stock were
delivered upon initial filing of a prospectus and warrants for 200,000 shares of
common stock are deliverable in 2000, if certain conditions are met. Under its
agreement with us, among other things, Bleichroeder is entitled to notice of a
proposed registration of Mediconsult shares. We are including 91,273 shares of
common stock issuable to Bleichroeder upon exercise of the warrants which
Bleichroeder has requested us to include in this registration statement.

Each selling shareholder, except Treacy & Co., which is subject to the
restrictions in its agreement with us, dated December 9, 1999 may sell or
transfer his or her shares pursuant to this registration statement without
notice to us of such sale or transfer for a period of 60 days from the effective
date of this registration statement. After such 60-day period, a selling
shareholder (except Treacy & Co.) must provide at least seven days' written
notice to us of his or her intent to sell or transfer his or her respective
shares. If, at any time prior to such a sale, we notify the selling shareholder
that in our good faith judgment it would be detrimental to us or our
shareholders for such sale or transfer to be made at that time, the selling
shareholder must not sell or transfer his or her shares, except during the 14-
day period following the expiration of the sooner of (i) a period of 90 days
from the date of receipt of such notice or (ii) the receipt of written notice
from us stating that the selling shareholder is permitted to effect such sale or
transfer. We have agreed with the selling shareholders to keep the registration
statement of which this prospectus is a part effective for up to 18 months after
the date the selling shareholders acquired the shares being registered hereby or
until they no longer hold the shares, whichever is earlier.

PLAN OF DISTRIBUTION

We are registering this offering of shares on behalf of the selling
stockholders, and we will pay all costs, expenses and fees related to such
registration, including all registration and filing fees, printing expenses,
fees and disbursements of our counsel and independent public accountants, blue
sky fees and expenses, fees of the National Association of Securities Dealers,
Inc., transfer taxes, fees of transfer agents and registrars and costs of
insurance. The selling stockholders will pay all underwriting discounts and
selling commissions (if any) applicable to the sale of their common stock.

Although none of the selling stockholders has advised us of the manner in
which it currently intends to sell its shares pursuant to this prospectus, the
selling stockholders may choose to sell all or a portion of such shares from
time to time in any manner described herein. The methods by which the shares
may be sold by the selling stockholders include:

. through brokers, acting as principal or agent, in transactions on the
Nasdaq National Market or such other national securities exchange on
which the shares are then listed, at market prices obtainable at the
time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices;

. to underwriters who will acquire shares for their own account and resell
them in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the
time of sale;

. directly by the selling stockholders or through brokers or agents in
private sales at negotiated prices; or

. by any other legally available means.

In addition, any shares covered by this prospectus that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus.

19
<PAGE>

Offers to purchase shares may also be solicited by agents designated by the
selling stockholders from time to time. Underwriters or other agents
participating in an offering made pursuant to this prospectus, as amended or
supplemented from time to time, may receive underwriting discounts and
commissions under the Securities Act, and discounts or concessions may be
allowed or reallowed or paid to dealers. In addition, brokers or agents
participating in such transactions may receive brokerage or agent's commissions
or fees. The selling stockholders and any underwriters, brokers or dealers
involved in the sale of the common stock hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any compensation received by them and any profit on any resale of the common
stock as principals may be deemed to be underwriting discounts and commissions
under the Securities Act.

LEGAL MATTERS

The validity of the shares of common stock registered pursuant to the
Registration Statement will be passed upon for us by Covington & Burling.

EXPERTS

The consolidated balance sheets as of December 31, 1998 and 1997 and the
consolidated statement of operations and stockholders' equity and of cash flows
of Mediconsult for each of the three years in the period ended December 31,
1998, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

The consolidated balance sheets as of December 31, 1998 and 1997 and the
consolidated statements of operations, stockholders' equity and of cash flows
of POL for each of the three years in the period ended December 31, 1998,
incorporated by reference in this prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated herein in reliance upon the authority of
said firm as experts in giving said reports.

20
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the various expenses expected to be incurred
in connection with the distribution of the securities being registered. All of
the amounts shown are estimates except for the Securities and Exchange
Commission and National Association of Securities Dealers, Inc. filing fees.

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee....................................... $ 5,294
Nasdaq National Market additional listing fee....................................... $ 0
Legal fees and expenses............................................................. $15,000
Accounting fees and expenses........................................................ $ 5,000
Miscellaneous....................................................................... $ 2,063
Total............................................................................... $27,357
=========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (DGCL) empowers a
corporation to indemnify its directors and officers and to purchase insurance
with respect to liability arising out of their capacity or status as directors
and officers. In addition, Section 102(b)(7) of the DGCL empowers a corporation
to add a provision to its certificate of incorporation limiting the personal
liability of its directors to the corporation and its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that this provision
shall not eliminate or limit the liability of a director: (1) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) under Section 174 of the DGCL, or (4) for any
transaction from which the director derived an improper personal benefit. The
DGCL provides further that the indemnification permitted thereunder shall not be
deemed exclusive of any other rights to which the directors and officers may be
entitled under a corporation's by-laws, any agreement, a vote of stockholders or
otherwise. Our certificate of incorporation eliminates the personal liability
of directors to the fullest extent permitted by Section 102(b)(7) of the DGCL
and provides that we may fully indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative) by
reason of the fact that such person is or was our director or officer or is or
was serving at our request as a director or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

II-1
<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

EXHIBIT
NUMBER DESCRIPTION
------ -----------

2.1 Agreement and Plan of Merger by and among Mediconsult, PMCI,
Inc., POL and the principal shareholders of POL signatory
thereto, dated as of September 7, 1999 (incorporated by
reference from Annex A to Mediconsult's Information Statement on
Schedule 14C, filed November 22, 1999)

2.2 Merger Agreement and Plan of Reorganization Mediconsult, MCNS
Merger Subsidiary II, Inc., Cyber-Tech, Inc. and the
shareholders of Cyber-Tech (incorporated by reference from
Exhibit 99.1 to Mediconsult's Form 8-K, dated June 29, 1999)

3.1 Certificate of Incorporation*

4.1 Specimen common stock certificate*

4.2 Form of Investor Senior Preferred Stock Warrant*

4.3 Form of Warrant issued to Arnhold and S. Bleichroder, Inc**

5.1 Opinion of Covington & Burling

23.1 Consent of PricewaterhouseCoopers, independent auditors

23.2 Consent of Arthur Andersen LLP, independent auditors

23.3 Consent of Covington & Burling (included in opinion filed as
Exhibit 5.1)

24.1 Power of Attorney (included in the signature pages to this
registration statement)
- --------------
* Incorporated by reference from Amendment No. 1 to Mediconsult's Registration
Statement on Form S-1, filed March 15, 1999

**Incorporated by reference from Amendment No. 2 to Mediconsult's Registration
Statement on Form S-1, filed April 2, 1999

(b) Financial Statement Schedules:

Financial statement schedules have been omitted because the
information required to be set forth therein is not applicable or is
shown in the financial statements or notes thereto.

ITEM 17. UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

II-2
<PAGE>

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the maximum aggregate offering price may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 15th day of
December, 1999.

MEDICONSULT.COM, INC.

/s/ Robert A. Jennings
By:______________________________
Robert A. Jennings
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Robert A. Jennings, Ian Sutcliffe and E.
Michael Ingram and each of them, with full power to act alone, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 15th day of December, 1999.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>

/s/ Robert A. Jennings Chairman and Chief Executive Officer (Principal Executive Officer)
- ----------------------------------
Robert A. Jennings

/s/ E. Michael Ingram Chief Financial Officer, General Counsel and Secretary (Principal Financial Officer)
- ----------------------------------
E. Michael Ingram

* Controller (Principal Accounting Officer)
- ----------------------------------
Louis Leonardelli

* President and Director
- ----------------------------------
Ian Sutcliffe

* Director
- ----------------------------------
John Buchanan

* Director
- ----------------------------------
Barry Guld

* By: /s/ E. Michael Ingram
----------------------------
E. Michael Ingram
Attorney-in-fact
</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------ -----------

3.1 Certificate of Incorporation*

4.1 Specimen common stock certificate*

4.2 Form of Investor Senior Preferred Stock Warrant*

4.3 Form of Warrant issued to Arnhold and S. Bleichroder, Inc**

5.1 Opinion of Covington & Burling

23.1 Consent of PricewaterhouseCoopers, independent auditors

23.2 Consent of Arthur Andersen LLP, independent auditors

23.3 Consent of Covington & Burling (included in opinion filed as
Exhibit 5.1)

**Incorporated by reference from Amendment No. 2 to Mediconsult's Registration
Statement on Form S-1, filed April 2, 1999

<PAGE>

Exhibit 5.1

[Letterhead of Covington & Burling]

December 14, 1999

Mediconsult.com, Inc.
1330 Avenue of the Americas
New York, NY 10019

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of 91,273 shares of common stock, par value $.001 per
share (the "Shares"), of Mediconsult.com, Inc., a Delaware corporation (the
"Company"), pursuant to the Registration Statement on Form S-3 (the
"Registration Statement") filed by you with the Securities and Exchange
Commission, which shares are issuable upon the exercise of certain warrants, we
have examined such corporate records, certificates and other documents and such
questions of law as we have considered necessary or appropriate for the purposes
of this opinion.

Based upon the foregoing, we are of the opinion that when the terms of
the issuance and sale of the Shares have been duly established in conformity
with the Company's Certificate of Incorporation and the proceedings that we
contemplate being taken prior to the issuance of the Shares have been completed,
the Shares, when issued and sold as contemplated in the Registration Statement
and assuming compliance with the Act, will be duly and validly issued, fully
paid and nonassessable.

We hereby consent to the filing of our opinion as Exhibit 5.1 to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.

Very truly yours,

/s/ Covington & Burling

<PAGE>

Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement on Amendment No. 1 to Form S-3 of our report dated February 26, 1999
relating to the financial statements, which appears in Mediconsult.com, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998. We also consent
to the references under the heading "Experts" in such Registration
Statement.

/s/ PricewaterhouseCoopers

December 14, 1999

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 19, 1999 for
Physicians' Online, Inc. in Mediconsult.Com, Inc.'s Prospectus, filed November
30, 1999 with the SEC pursuant to Rule 424(b) under the Securities Act, as
amended, and to all references to our Firm included in this prospectus.

/s/ ARTHUR ANDERSEN LLP

New York, New York
December 15, 1999