<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Mediconsult.com, Inc.
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing fee (Check the appropriate box):
[x] No Fee Required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
[_] Check box if any part of the fee is offset as provided by Exchange Act rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
........................................
2) Form, Schedule or Registration Statement No.:
........................................
3) Filing Party:
........................................
4) Date Filed:
........................................
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[Mediconsult.com Logo]
Mediconsult.com, Inc.
1330 Avenue of the Americas
17th Floor
New York, New York 10019
May 22, 2000
Dear Shareholders:
It is my pleasure to invite you to the Annual Meeting of Shareholders of
Mediconsult.com, Inc. to be held on June 14, 2000, at 10:00 a.m., New York City
time, at Covington & Burling, 1330 Avenue of the Americas, New York, New York.
Whether or not you plan to attend, and regardless of the number of shares
you own, it is important that your shares be represented at the Annual Meeting.
You are urged to complete, sign, date and return your proxy promptly in the
enclosed envelope. Your return of a proxy in advance will not affect your right
to vote in person at the Annual Meeting.
I hope that you will attend the Annual Meeting. Thank you for your
continued support of Mediconsult.com.
Very truly yours,
Robert A. Jennings,
Chairman and Chief Executive Officer
<PAGE>
[Mediconsult.com Logo]
Mediconsult.com, Inc.
1330 Avenue of the Americas
17th Floor
New York, New York 10019
________________
Notice of Annual Meeting of Shareholders
June 14, 2000
To Our Shareholders:
The Annual Meeting of Shareholders (the "Annual Meeting") of
Mediconsult.com, Inc. (the "Company") will be held on June 14, 2000, at 10:00
a.m., New York City time, at Covington & Burling, 1330 Avenue of the Americas,
New York, New York for the following purposes:
- To elect a Board of eight Directors to serve until the next
annual meeting of stockholders or until their successors are elected and
qualified; and
- To consider and take action upon such other matters as may
properly come before the Annual Meeting and any adjournments or postponements
thereof.
Shareholders of record on May 10, 2000 are entitled to receive notice
of and to vote at the Annual Meeting.
You are cordially invited to attend the Annual Meeting. Please carefully
read the attached Proxy Statement for information regarding the matters to be
considered and acted upon at the Annual Meeting.
Whether or not you expect to be present at the Annual Meeting in person,
you are urged to complete, date, sign and return the enclosed proxy card in the
enclosed return postage-paid envelope.
No postage need be affixed to the return envelope if mailed in the United
States. If you attend the Annual Meeting, you may withdraw your proxy and vote
in person by ballot.
By Order of the Board of Directors,
E. Michael Ingram
Chief Financial Officer,
General Counsel and Secretary
New York, New York
May 22, 2000
<PAGE>
Mediconsult.com, Inc.
1330 Avenue of the Americas
17th Floor
New York, New York 10019
_______________
Proxy Statement
_______________
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders and proxy card are being furnished in connection with the
solicitation by the board of directors (the "Board") of Mediconsult.com, Inc.
(the "Company") of proxies to be voted at the 2000 Annual Meeting of
Shareholders. The Annual Meeting of Shareholders will be held on June 14, 2000,
at 10:00 a.m., New York City time, at Covington & Burling, 1330 Avenue of the
Americas, New York, New York, and at any adjournments or postponements thereof
(the "Annual Meeting"). This Proxy Statement and the enclosed proxy card are
first being furnished on or about May 22, 2000, to all holders of record of our
common stock, par value $0.001 per share (the "Common Stock"), on May 10, 2000
(the "Record Date").
OUTSTANDING STOCK, VOTING, AND QUORUM
As of the Record Date, there were 54,163,934 shares of Common Stock issued
and outstanding, and we did not have any other voting securities outstanding.
Each outstanding share of Common Stock entitles the holder thereof to one vote.
The presence at the Annual Meeting, in person or by proxy, of the holders of a
majority of the issued and outstanding shares of Common Stock shall constitute a
quorum for the Annual Meeting.
Eligible shareholders of record may vote at the Annual Meeting in person or
by means of the enclosed proxy card. You may specify your voting choices by
marking the appropriate boxes on the proxy card. The proxy solicited hereby, if
properly signed and returned to us and not revoked prior to or at the Annual
Meeting, will be voted in accordance with the instructions specified thereon. If
you properly sign and return your proxy card, but do not specify your choices,
your shares will be voted by the proxy holders as recommended by the Board. No
cumulative voting rights are authorized, and appraisal rights for dissenting
shareholders are not applicable to the matters being proposed.
Election of the eight director nominees at the Annual Meeting requires the
affirmative vote of a plurality of the total number of votes cast by holders of
Common Stock, present in person or by proxy and entitled to vote thereon,
assuming that a quorum is achieved. Abstentions and broker non-votes, although
counted for purposes of determining whether there is a quorum at the Annual
Meeting, will have no effect on the outcome of the election of directors. A
broker non-vote occurs when a nominee holding shares for a beneficial owner does
not vote the shares on a proposal because the nominee does not have
discretionary voting power and has not received instructions from the beneficial
owner. Under the rules of the Nasdaq National Market, brokers holding stock for
the accounts of their clients who have not been given specific voting
instructions by their clients may vote their clients' proxies in their own
discretion for the proposals set forth in this Proxy Statement. Therefore, the
Company does not expect there to be any broker non-votes at the Annual Meeting.
Should a matter arise for which brokers do not have discretion and have not been
given specific voting instructions, such broker non-votes will not, under
applicable Delaware law, be considered as shares entitled to vote on such matter
and will not have any effect on the outcome of such matter.
The Board encourages you to complete and return the proxy card even if you
expect to attend the Annual Meeting. You may revoke your proxy at any time
before it is voted at the Annual Meeting by giving written notice of revocation
to our Secretary, by submission of a proxy bearing a later date, or by
<PAGE>
attending the Annual Meeting in person and casting a ballot. A beneficial owner
of shares held by a broker or bank will need to vote or modify such owner's vote
through instructions given to the broker or bank.
You must return a signed proxy card if you want the proxy holders to vote
your shares of Common Stock.
SOLICITATION OF PROXIES AND EXPENSES
We will bear the cost of soliciting proxies from our shareholders. In
addition to solicitation by mail, the directors, officers and employees of the
Company may solicit proxies from shareholders by telephone, letter, facsimile or
in person. Following the original mailing of the proxies and other soliciting
materials, the Company will request brokers, custodians, nominees and other
record holders to forward copies of the proxy and other soliciting materials to
persons for whom they hold shares of Common Stock and to request authority for
the exercise of proxies. We will reimburse brokers, custodians, nominees and
other persons holding shares of Common Stock for others for their reasonable
expenses in sending proxy materials to the beneficial owners of such shares.
We have retained D.F. King & Co., Inc. to distribute proxy solicitation
materials to brokers, banks and other nominees and to assist in the solicitation
of proxies from our shareholders. The fee for such firm's services is expected
to be approximately $5,000 plus reimbursement for reasonable out-of-pocket costs
and expenses in connection therewith.
ADDITIONAL BUSINESS CONDUCTED AT MEETING
The Board does not presently intend to bring any business before the Annual
Meeting other than the proposals discussed in this proxy statement and specified
in the Notice of the Annual Meeting. If any other business properly comes before
the Annual Meeting, however, it is intended that proxies, in the form enclosed,
will be voted on such matters in accordance with the judgment of the persons
voting such proxies.
PROPOSAL
Election of Directors
(Item 1 on Proxy Card)
Management of the Company and the Board recommend the election of the
nominees listed below for the office of director to hold office until the next
annual meeting and until their successors are elected and qualified or until
their earlier resignation or removal. Although management does not anticipate
that any persons named below will be unable or unwilling to stand for election,
in the event of such an occurrence, proxies may be voted for a substitute
designated by the Board. All of the Board's nominees are incumbent directors of
the Company.
Background information about the Board's nominees for election is set forth
below:
Robert A. Jennings. Mr. Jennings, age 42, has served as our Chairman and
Chief Executive Officer since our inception in 1996. From 1993 to 1998, Mr.
Jennings acted as an advisor to a number of companies on general business
matters. Beginning in 1998, Mr. Jennings began to work on a full-time basis on
Mediconsult.com, Inc. matters. Mr. Jennings is a chartered accountant and was
employed by Coopers & Lybrand in Canada and England for nine years.
Ian Sutcliffe. Mr. Sutcliffe, age 47, has served as our President and a
director since 1996. He has 17 years of experience as a management consultant,
primarily in the high-tech sector. Most recently, from 1993 to 1996, he was a
consultant specializing in re-engineering marketing and sales processes
worldwide for IBM. From 1989 to 1993, Mr. Sutcliffe was a partner at BDO
Dunwoody, a consulting
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organization which he joined in 1989 upon the merger of his consulting firm,
Sutcliffe & Associates, with BDO Dunwoody. Mr. Sutcliffe is a chartered
accountant and was employed by Coopers & Lybrand in Canada and Europe for six
years.
John N. Buchanan. Mr. Buchanan, age 42, has been a director of the Company
since 1999. Since 1993, he has been President & CEO of Retek Information Systems
Inc., a publicly traded subsidiary of HNC Software Inc. Retek develops, markets
and supports predictive software solutions to the enterprise software industry.
Barry J. Guld. Mr. Guld, age 44, has been a director of the Company since
October 1998. Mr. Guld has been a consultant at Velocity Computer Solutions Ltd.
since March 1999. From 1994 to 1999, he was a consultant at National Data
Corporation. From 1990 to 1994, Mr. Guld co-founded and served as President of
Zadall Systems Group, a leading vendor of pharmacy software systems, which was
sold to National Data Corporation. Mr. Guld is also a director of Velocity
Computer Solutions Ltd.
James L. Bierman. Mr. Bierman, age 47, has been a director of the Company
since December 1999 and served as a director on the board of Physicians' Online,
Inc. from April 1999 to December 1999. Mr. Bierman currently serves as the Chief
Financial Officer at Quintiles Transnational Corp. Prior to joining Quintiles
Transnational Corp. in June 1998, Mr. Bierman spent 22 years with Arthur
Andersen L.L.P. where, as a partner of this international professional services
organization, he worked with a diversified broad-base of companies solving
complex business problems. Mr. Bierman received a B.A. in Economics and History
from Dickinson College and a M.B.A. from Cornell University's Johnson Graduate
School of Management. Mr. Bierman is a Certified Public Accountant and a member
of the American Institute of Certified Public Accountants and the North Carolina
Association of Certified Public Accountants.
R. Bradford Burnham. Mr. Burnham, age 45, has been a director of the
Company since December 1999 and served as a director on the board of Physicians'
Online, Inc. from April 1996 to December 1999. Mr. Burnham is currently a
General Partner at AT&T Ventures, where he invests in early stage companies that
are building businesses in electronic commerce, Internet infrastructure, and
communications services. Prior to joining AT&T Ventures in September of 1993,
Mr. Burnham was founder and, for three years, Chief Executive Officer of Echo
Logic, a software development firm. From January of 1979 to May of 1990, Mr.
Burnham held a variety of sales and marketing positions at AT&T. In addition to
serving on the Company's Board, Mr. Burnham is currently a director of one
public company, Audible (ADBL), and several private companies. Mr. Burnham holds
a B.A. in Political Science from Wesleyan University.
Jason S. Fisherman, MD. Dr. Fisherman, age 43, has been a director of the
Company since 1999 and served as a director on the board of Physicians' Online,
Inc. from February 1996 to December 1999. Dr. Fisherman is also a director of
ILEX Oncology, Inc., Exelixis, Inc.. Oridion Systems Ltd. and a number of
private healthcare and bio-pharmaceutical companies. Dr. Fisherman is currently
a partner at Advent International Corp., a global private equity and venture
capital investment firm. Prior to joining Advent in March of 1994, Dr. Fisherman
served as Senior Director of Medical Research for Enzon, Inc. from 1991 to 1994.
Dr. Fisherman received a B.A. in Molecular Biophysics and Biochemistry from Yale
University, an M.D. from the University of Pennsylvania and an M.B.A. from the
Wharton Graduate School of Business.
Fred Nazem. Mr. Nazem, age 59, has been a director of the Company since
December 1999. Since 1981, Mr. Nazem has been President of Nazem, Inc. and
managing general partner of the general partner of several Nazem & Company
limited partnerships that are affiliated venture capital funds. Mr. Nazem is a
director of three public companies in addition to the Company: Iwin.com, Inc.,
Oxford Health Plans, Inc. and Spatial Technologies, Inc., as well as a number of
privately held firms.
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Vote Required. Election of the eight director nominees at the Annual
Meeting requires the affirmative vote of a plurality of the total number of
votes cast by holders of Common Stock, present in person or by proxy and
entitled to vote thereon, assuming that a quorum is achieved.
Your Board recommends a vote for the election of each of its nominees for
director named above.
INFORMATION CONCERNING EXECUTIVE OFFICERS
Certain background information about the Company's executive officers who
are not nominees for election as a director is set forth below.
David J. Austin. Mr. Austin, age 44, has served as Chief Web Officer of the
Company since February, 1999 and served as Chief Operating Officer of the
Company from 1998 until February, 1999. He has 18 years of experience in
developing and executing strategies for high-tech business development. From
1995 to 1998, Mr. Austin was the President and Chief Executive Officer of Triant
Technologies Inc., a publicly traded software company. From 1980 to 1995, he
held various management roles in operations, business development and marketing
at IBM.
David M. Haselwood. Mr. Haselwood, age 24, has served as our Vice
President, Business Development since July 1999. From September 1997 to July
1999, he was in the corporate finance group of Volpe Brown Whelan & Co., LLC, an
investment bank. From January 1996 to September 1997, he was a research analyst
at Santa Barbara Cottage Health System, a multi-hospital health system. Mr.
Haselwood earned his B.A. in Natural Sciences in 1995 from The Johns Hopkins
University.
E. Michael Ingram. Mr. Ingram, age 48, has served as our General Counsel
since April 1999 and has served as our Chief Financial Officer and Secretary
since May 1999. Prior to joining us and since 1980, Mr. Ingram held several
legal positions with National Data Corporation. Most recently since 1988, he was
Senior Vice President, General Counsel and Secretary of National Data
Corporation. Mr. Ingram earned his J.D. degree from the University of Georgia
School of Law and his L.L.M. in taxation from Emory University School of Law.
Louis Leonardelli. Mr. Leonardelli, age 48, has served as our Controller
and principal accounting officer since September 1, 1999. From January 1985 to
August 1999 he held several accounting positions with Katz Media Group, Inc. His
final position upon leaving Katz was Vice President of Financial Services. Mr.
Leonardelli earned his B.A. in accounting in 1976 from Bernard Baruch College.
Timothy J. McIntyre. Mr. McIntyre, age 45, has served as President of
Pharma Marketing, LLC since September of 1999. He has over 20 years of
experience in marketing and advertising, primarily in the healthcare sector.
From 1997 until 1999, he held several executive positions, including President
and Chief Operating Officer, with Boron Lepore & Associates, a pharmaceutical
marketing company. From 1994 until 1997, Mr. McIntyre was President and Chief
Executive Officer of McIntyre & McIntyre, Inc., another pharmaceutical marketing
company.
OPERATION OF THE BOARD OF DIRECTORS
The Board met four times during the prior fiscal year. During this period,
all then incumbent directors attended at least 75% of the meetings of the Board
and the Board committees on which they served. The Board has established an
audit committee, a compensation committee, a nominating committee and an
executive committee. During 1999, the compensation committee met one time, and
the audit committee, the nominating committee and the executive committee did
not meet except as part of the entire Board.
The audit committee was established in October 1998, and reviews, acts on
and reports to the Board with respect to various auditing and accounting
matters, including the recommendation of the Company's independent auditors, the
scope of annual audits, fees to be paid to the independent auditors,
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<PAGE>
the performance of the Company's independent auditors and the Company's
accounting practices. The current members of the Company's audit committee are
Messrs. Buchanan and Nazem.
The compensation committee was established in October 1998, and determines
the salaries and benefits for the Company's employees, consultants, directors
and other individuals the Company compensates. The compensation committee also
administers, or helps the Board administer, the Company's compensation plans.
The current members of the compensation committee are Messrs. Guld and Burnham.
The nominating committee was established in January 1999, and recommends
individuals for director positions. The members of the nominating committee are
Messrs. Jennings, Sutcliffe and Nazem. The nominating committee will, when a
vacancy exists or is anticipated, consider any potential nominee for director
recommended by a shareholder if such recommendation is submitted to the
nominating committee in writing and contains sufficient background information
concerning the individual to enable a proper judgment to be made as to such
individual's qualifications. In connection with our acquisition of Physicians'
Online ("POL") in December of last year, we agreed to nominate for election to
our Board up to four persons designated by the former POL shareholders who were
party to the merger agreement (the "Former POL Shareholders"), one for each 10%
of outstanding Common Stock owned by the Former POL Shareholders and their
affiliates as of the Record Date, rounding up to the nearest whole number. As of
the Record Date, the Former POL Shareholders and their affiliates held
approximately 23% of the outstanding Common Stock, and the nominating committee
has nominated Messrs. Bierman, Burnham, and Fisherman, the persons designated by
the Former POL Shareholders, for election to the Board.
The executive committee was established in December 1999 and acts on
matters delegated to it by the full Board. The members of the executive
committee are Messrs. Jennings, Buchanan, Guld, Nazem and Fisherman.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of our Common Stock as of the Record Date by: each
shareholder known by us to be the beneficial owner of more than 5% of our Common
Stock; each of the Named Executive Officers (as defined below); each of our
directors; and all executive officers and directors as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-----------------------------------------------------------------------------------------------
Percent
Beneficially
Name of Beneficial Number Owned (2)
Owner (1) -------- --------------
---------------------
<S> <C> <C>
Robert A. Jennings (3) 13,097,752 24.2%
Ian Sutcliffe 290,000 *
Timothy McIntyre (4) 205,000 *
David J. Austin (5) 100,000 *
John Buchanan (6) 100,000 *
Barry Guld (7) 100,000 *
James L. Bierman -- --
R. Bradford Burnham (8) 166,407 *
Jason S. Fisherman -- --
E. Michael Ingram (9) 50,000 *
JHC Limited (10) 12,307,752 22.7%
Fred F. Nazem (11) 388,101 *
Advent International Corporation (12) 2,804,510 5.2%
All Directors and Officers as a group (11 14,497,260 26.8%
persons)
</TABLE>
* Indicates beneficial ownership of less than 1% of the total outstanding
common stock.
(1) Under the rules of the SEC, a person is deemed to be the beneficial owner
of a security if such person has or shares the power to vote or direct the
voting of such security or the power to dispose or direct the disposition
of such security. A person is also deemed to be a beneficial owner of any
securities if that person has the right to acquire beneficial ownership
within 60 days. Accordingly, more than one person may be deemed to be a
beneficial owner of the same securities. Unless otherwise indicated, the
address for each person listed in the table is in the care of
Mediconsult.com, Inc., 1330 Avenue of the Americas, 17th Floor, New York,
New York 10019.
(2) Applicable percentage of ownership is based on an estimated 54,163,934
shares outstanding on May 10, 1999.
(3) Includes 12,307,752 shares owned by JHC Limited and 790,000 shares owned by
Mr. Jennings. Mr. Jennings controls JHC Limited.
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(4) Includes 100,000 shares owned by Pharma Marketing, LLC, which is controlled
by Mr. McIntyre.
(5) Represents currently exercisable options and options which vest within 60
days at an exercise price of $3.50 per share.
(6) Represents currently exercisable options and options which vest within 60
days at an exercise price of $1.50 per share.
(7) Represents currently exercisable options and options which vest within 60
days at an exercise price of $1.50 per share.
(8) Represents 10,600 held directly by Mr. Burnham and 155,807 shares held by
Venture Fund I L.P. and AT&T Venture Fund II, L.P., limited partnerships of
which Mr. Burnham is the general partner of Venture Fund I, L.P., and a
manager of Venture Management LLC, which is the general partner of AT&T
Venture Fund II, L.P., and disclaims beneficial ownership of these
securities except to the extent of his pecuniary interest therein.
(9) Represents options which vest within 60 days at an exercise price of $13.00
per share.
(10) Mr. Jennings controls JHC Limited, a Bermuda company.
(11) Mr. Nazem is a general partner of Nazem Associates IV, L.P. and may be
deemed to be the beneficial owner of 158,557 shares owned by Nazem &
Associates IV, L.P. Mr. Nazem is also a general partner of Nazem Associates
Transatlantic, L.P. and may be deemed to be the beneficial owner of 189,873
shares owned by Nazem & Associates Transatlantic, L.P., however, Mr. Nazem
disclaims beneficial ownership as to any such shares. Represents 40,000
shares underlying currently exercisable options and options exercisable in
sixty days.
(12) Represents 357,294 shares of the Company's common stock held by Advent
Crown Fund C.V. ("Crown"), 259,665 shares of the Company's common stock
held by Advent Performance Materials Limited Partnership ("APMLP"),
2,184,955 shares of the Company's common stock held by Global Private
Equity II Limited Partnership ("GPE II"), 2,801,914 shares of the Company's
common stock held by Advent International Limited Partnership ("AILP") and
2,596 shares of the Company's common stock held by Advent International
Investors II Limited Partnership ("AII II"). Advent International
Corporation ("AIC") is included as the beneficial holder of in excess of 5%
of the Company's common stock due to its voting and dispositive power as
the general partner of AII II and AILP which in turn is the General Partner
of Crown, APMLP and GPE II.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers (as defined in regulations
issued by the SEC) and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished
to the Company, the Company believes that during the past fiscal year all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with, except that Messrs. David D. Richards, a
former director of the Company, R. Bradford Burnham and Fred F. Nazem were late
in filing their Forms 3, Initial Statements of Beneficial Ownership of
Securities.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In November 1998, the Company entered into a services agreement with Treacy
& Co., an entity of which Michael Treacy, a former director of the Company, is a
principal, under which the Company received various services from Treacy & Co.
in consideration of the grant of options to acquire 2,000,000 shares of Common
Stock at an exercise price of $0.003 per share. All of the options have vested
and have been exercised. In addition, the predecessor of JHC Limited, the
largest stockholder of the Company, granted Treacy & Co. an option to acquire
358,333 shares of Common Stock owned by JHC Limited, at an exercise price of
$1.20 per share. The services provided included marketing, sales and client
services advice, strategic planning and seconding Mr. Michael Swanson to act in
the capacity of Vice President, Sales. The Company has no obligation to grant
additional options to Treacy & Co.
In December 1999, the Company and Treacy & Co. agreed to terminate the
services agreement and the Company agreed to register 2,000,000 shares of Common
Stock obtained by Treacy & Co. pursuant to their exercise of their options under
the services agreement. Treacy & Co. agreed to certain restrictions on its
ability to sell the shares so registered.
On February 26, 1999, the Company sold in a private placement an aggregate
of 506,329 shares of the Company's 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) and other
individual investors, for an aggregate of $3.2 million. The purchase price and
the conversion price of the senior preferred stock was, and exercise price of
the warrants is, $6.32 per share, an amount equal to 85% of the average bid and
ask price of the Company's shares on the OTC Bulletin Board for the relevant 30-
day period preceding the closing. The shares of senior preferred stock
automatically converted into an equal number of shares of common stock upon the
closing of the Public Offering. In connection with the private placement, the
Company agreed to provide the holders of Common Stock issuable upon the
conversion of senior preferred stock demand and piggyback registration rights
and the right to tag-along with the Company's founders in certain sales of their
shares. So long as the investors hold at least 50% of their original share
position, the Company agreed not to effect any material change in the direction
of the Company's business unless approved by at least two-thirds of the board of
directors and then only after consultation with the investors.
Recently, The Mediconsult Trust, which has been the majority stockholder
and is controlled by Robert Jennings, the Company's Chairman and Chief Executive
Officer, transferred its interest in the Company to JHC Limited, a Bermuda
corporation also controlled by Mr. Jennings. As a result, JHC Limited now is the
Company's largest stockholder. The Mediconsult Trust has from time to time
advanced funds to the Company on an interest-free basis. On September 30, 1998,
the board of directors approved the conversion of these advances to the Company
up to that date into shares of junior preferred stock. In connection with this
conversion, the Company amended its certificate of incorporation to provide,
among other things, that each outstanding share of junior preferred stock will
be automatically converted into 8.33 shares of Common Stock, subject to
adjustment, upon the occurrence of a "Conversion Event." In April 1999, the
Company sold 4,800,000 shares in a registered public offering of its Common
Stock, at a price to the public of $13.00 per share (the "Public Offering").
Such offering was a Conversion Event and the shares of junior preferred stock
converted into 3,583,333 shares of Common Stock, plus 149,419 shares of Common
Stock issuable in respect of payable in kind dividends accruing since September
30, 1998. Since September 30, 1998, The Mediconsult Trust has advanced an
additional $713,000 to the Company as an interest free loan. Of this amount,
approximately $200,000 has been repaid from the proceeds of the private
placement of senior preferred stock referred to above and the balance was repaid
from the proceeds of the Public Offering.
8
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In connection with the Public Offering, JHC Limited and Michel Bazinet sold
625,000 shares and 225,000 shares of Common Stock of the Company, respectively,
on the same terms and at the same time as the as the shares sold by the Company.
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 the Company's common
stock. Timothy J. McIntyre owns the remaining 65% of Pharma. We, together with
Mr. McIntyre, are the managing members of Pharma. Under the operating agreement
among the Company, Pharma and Mr. 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 Mr. McIntyre in September 1999. In connection with our
investment in Pharma, we agreed to file a registration statement on Form S-3,
covering the sale of the 100,000 shares of common stock distributed to Mr.
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 Mr. McIntyre for an
initial term ending December 31, 2003, renewable on a yearly basis thereafter.
Under his employment agreement, Mr. McIntyre is principally responsible for
performing the services under Pharma's service agreement with Mediconsult.com,
Limited. Under his employment agreement, Mr. 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, Mr. 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, Mr. McIntyre has the right to
receive certain ongoing payments from Pharma.
Subject to certain conditions, Pharma is obligated to distribute to Mr.
McIntyre, in four equal, annual installments (beginning September 7, 2000) the
remaining 100,000 shares that were issued to Pharma. This distribution is
subject to acceleration based on financial performance. Pharma has paid Mr.
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 Mr. McIntyre. Subject to
certain conditions described in the operating agreement, the members of Pharma,
other than the Company, 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.
Pharma also has entered into an employment agreement with James McIntyre,
the brother of Mr. 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
9
<PAGE>
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).
During the three months ended September 30, 1999, an employee repaid an
advance of $32,550 made in June 1999 to fund the purchase of shares under our
stock option plan.
During the three months ended September 30, 1999, we paid or accrued sales
and marketing expenses of $425,697 in respect of Pharma Marketing, LLC, and
advanced $10,096,438 to Physicians' Online, Inc.
From April 1999 through October 1999, No. 365 Sale View Ventures Ltd., an
entity controlled by Mr. Guld, received payments of approximately $70,000 in
consideration for consulting services to the Company in connection with the
Company's private label prescription division.
EXECUTIVE COMPENSATION
This section of the Proxy Statement sets forth certain information
pertaining to compensation of the Chief Executive Officer and the Company's four
most highly compensated executive officers other than the Chief Executive
Officer (collectively, the "Named Executive Officers"), as well as information
pertaining to the compensation of members of the Board.
10
<PAGE>
The following table sets forth, in accordance with the rules of the
Securities and Exchange Commission, information concerning the compensation paid
to the Named Executive Officers for the years ended December 31, 1999, 1998, and
1997 for services rendered in all capacities in these years.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Securities All Other
Annual Underlying Compensation
Compensation Options (#) ($)
------------ ------------ ---------------
Name and Position Year Salary ($) Bonus ($)
- -------------------------------------- ---- --------- ---------
<S> <C> <C> <C> <C> <C>
Robert A. Jennings.................... 1999 275,000 250,000 -- --
Chief Executive Officer 1998 -- -- -- --
1997 -- -- -- --
Ian Sutcliffe......................... 1999 251,000 175,000 -- 304.56(1)
President 1998 240,000 -- -- --
1997 240,000 -- -- --
E. Michael Ingram..................... 1999 150,000 30,000 250,000 --
Chief Financial Officer 1998 -- -- -- --
1997 -- -- -- --
David J. Austin....................... 1999 149,000 23,000 -- --
Chief Operating Officer 1998 -- -- 100,000 --
1997 -- -- -- --
Timothy J. McIntyre................... 1999 675,300 -- -- 651,280(2)
President of Pharma Marketing LLC 1998 -- -- -- --
1997 -- -- -- --
</TABLE>
(1) Represents life insurance premiums paid by the Company on behalf of Mr.
Sutcliffe.
(2) Represents $649,000 worth of payments for certain taxes payable to Mr.
McIntyre with respect to cash and stock distributions in 1999. This amount
also excludes certain amounts received by Mr. McIntyre in respect of the
Company's purchase of its 35% membership interest in Pharma Marketing, LLC.
Represents $2,280 worth of life insurance premiums paid by the Company on
behalf of Mr. McIntyre.
11
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth all individual grants of stock options
during the year ended December 31, 1999 to each of the Named Executive Officers:
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------------------
Percent of
Number of Total
Securities Options Exercise
Underlying Granted to Or
Options Employees in Base Grant
Granted Fiscal Price Expiration Date
Name (#)(1) Year ($/sh) Date Value(1)
- ------------------ ------- ------------ -------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Robert A. Jennings -- -- -- -- --
Ian Sutcliffe -- -- -- -- --
E. Michael Ingram 200,000 9.3% $13.00 4/6/09 $10.55
50,000 2.3% $ 5.81 11/1/09 $ 4.73
David Austin -- -- -- -- --
Timothy McIntyre -- -- -- -- --
</TABLE>
(1) The fair values of the options were estimated using the option-pricing
model based on weighted average risk-free interest rates ranging
between 4.630% and 4.721%, an expected life of the options of two
years, an expected volatility of the common stock ranging between
172.9% and 185.9% and no expected dividends on the common stock.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
The following table sets forth information with respect to the number and
value of options exercised during 1999 and the number and value of outstanding
options held by the Named Executive Officers at December 31, 1999:
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised in-the-Money
Unexercised Options at December 31, 1999 Options at December 31, 1999 (1)
---------------------------------------- ----------------------------------
Shares Acquired Value
on Exercise (#) Realized ($) Exercisable (#) Unexercisable (#) Exercisable ($) Unexercisable ($)
--------------- ------------ --------------- ----------------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Robert A.Jennings -- -- -- -- -- --
Ian Sutcliffe -- -- -- -- -- --
E. Michael Ingram -- -- -- 250,000 -- 21,850
David Austin -- -- 100,000 -- 275,000 --
Timothy McIntyre -- -- -- -- -- --
</TABLE>
(1) Options are in-the-money if the market value of the shares covered thereby
is greater than
12
<PAGE>
the option exercise price. This calculation is based on the fair market
value of the common stock at December 31, 1999, of $6.25 per share, less
the exercise price.
DIRECTOR COMPENSATION
Directors of the Company do not receive any fees for their services as
directors. Each director, however, is reimbursed for all reasonable and
necessary costs and expenses incurred as a result of being a director, such as
expenses incurred for attendance at meetings of the Board. In addition, on
October 31, 1998, John Buchanan and Barry Guld each received options to purchase
100,000 shares of common stock at an exercise price of $1.50 per share, which
vest at a rate of 5,000 shares per month beginning on October 31, 1998 for their
services on the Board. On November 1, 1999, Fred F. Nazem received options to
purchase 100,000 shares of common stock at an exercise price of $5.813 per
share, which vest at a rate of 5,000 shares per month beginning on November 1,
1999 for his services on the Board.
EMPLOYMENT AGREEMENTS
Robert Jennings, Ian Sutcliffe and David Austin each has an employment
agreement with the Company or one of our subsidiaries. Each agreement is
effective as of January 1, 1999, and expires on December 31, 2001, and will be
automatically renewed for twelve-month periods after that date unless either
party gives the other written notice of termination at least three months prior
to the expiration of the initial or any subsequent term. The annual salary for
each of these executives is as follows: Mr. Jennings, $275,000, which was
increased to $325,000 in December 1999; Mr. Sutcliffe, $251,000, which was
increased to $300,000 in December 1999; and Mr. Austin, $149,000. The
employment agreements can be terminated upon delivery of written notice from us,
with or without cause. Upon termination without cause, Messrs. Jennings,
Sutcliffe and Austin are each entitled to twelve months salary, and any bonus
earned in the preceding twelve months. Each of Messrs. Jennings, Sutcliffe and
Austin has agreed not to compete or solicit clients or other employees during
their severance period and each of them is also bound by a nondisclosure and
invention assignment agreement, which prohibits such executive from, among other
things, disseminating or using confidential information about our business or
clients in any way that would be adverse to the Company. Each of Messrs.
Jennings, Sutcliffe and Austin is entitled to participate in a team-based
performance bonus plan, with awards based upon predetermined deliverables being
developed by the Company and may receive options to purchase shares of our
Common Stock in the future.
E. Michael Ingram has an employment agreement with the Company, effective
as of April 1, 1999 and expiring on March 31, 2003. This agreement will be
automatically renewed for twelve month periods after that date unless either
party gives the other written notice of termination at least three months prior
to the expiration of the initial or any subsequent term. The annual salary for
Mr. Ingram is $200,000. In addition, Mr. Ingram is entitled to a non-
accountable expense allowance of $50,000 per year for the first two years of his
employment. Mr. Ingram received options to purchase 200,000 shares of our
common stock at an exercise price of $13.00 per share. Mr. Ingram's options
vest at the rate of 50,000 option shares per year beginning on the first
anniversary of the date of grant. The employment agreements can be terminated
upon delivery of written notice from us, with or without cause. Upon
termination without cause, Mr. Ingram is entitled to twelve months salary, and
any bonus earned in the preceding twelve months, except that upon termination by
the Company without cause or by Mr. Ingram for good reason within twelve months
after a change of control of the Company, Mr. Ingram is entitled to twenty-four
months salary, and any bonus earned in the preceding twenty-four months. Mr.
Ingram has agreed not to compete or solicit clients or other employees during
his severance period and he is also bound by a nondisclosure and invention
assignment agreement, which prohibits him from, among other things,
disseminating or using confidential information about our business or clients in
any way that would be adverse to the Company.
13
<PAGE>
Pharma Marketing, LLC ("Pharma") has entered into an employment agreement
with Timothy McIntyre for an initial term beginning September 7, 1999 and ending
December 31, 2003, renewable on a yearly basis thereafter. Under his employment
agreement, Mr. McIntyre is principally responsible for performing the services
under Pharma's service agreement with Mediconsult.com, Limited and is entitled
to receive a salary of $250,000 per year through December 31, 2000 and $350,000
per year thereafter. Among other benefits, Mr. 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, Mr. McIntyre has the right to
receive certain ongoing payments from Pharma.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's compensation committee currently consists of Messrs. Guld and
Burnham. During the last fiscal year Mr. Michael Treacy, a former director of
the Company and Robert A. Jennings, the Company's Chairman and Chief Executive
Officer, served on the compensation committee. From April 1999 through October
1999, No. 365 Sale View Ventures Ltd., an entity controlled by Mr. Guld,
received payments of approximately $70,000 in consideration for consulting
services to the Company in connection with the Company's private label
prescription division. Other than Mr. Jennings and Mr. Guld, none of the
current members of the compensation committee nor the members of the
compensation committee during the last fiscal year has been an officer or
employee of the Company at any time since its inception or of any subsidiary of
the Company. None of the Company's executive officers or employees serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's Board or
compensation committee. Prior to the formation of the compensation committee,
the Board as a whole made decisions relating to compensation of the Company's
executive officers. Mr. Jennings has not participated in Board discussions
regarding his own compensation.
THE REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
The compensation committee of the Board administers the Company's executive
compensation program. The current members of the compensation committee are
Barry Guld, Chairman and R. Bradford Burnham. Each of these persons is a non-
employee director within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and an "outside director" within the meaning of Section
162(m) of the Code. Neither of Messrs. Guld nor Burnham has any interlocking
relationships as defined by the SEC.
General Compensation Philosophy
The role of the compensation committee is to set the salaries and other
compensation of the executive officers of the Company, and to make grants under,
and to administer, the stock option and other executive officer equity and bonus
plans. The Company's compensation philosophy for executive officers is to
relate compensation to corporate performance and increases in stockholder value,
while providing a total compensation package that is competitive and enables the
Company to attract, motivate, reward and retain key executives and employees.
Accordingly, each executive officer's compensation package may, in one or more
years, be comprised of the following three elements:
- - base salary that is designed primarily to be competitive with base salary
levels in effect at high technology and healthcare companies in the New York
area that are of comparable size to the Company and with which the Company
competes for executive personnel;
14
<PAGE>
- - annual variable performance awards, such as bonuses, payable in cash and tied
to the achievement of performance goals, financial or otherwise, established
by the compensation committee; and
- - long-term stock-based incentive awards which strengthen the mutuality of
interests between the executive officers and the Company's stockholders.
In addition, the compensation committee retained the services of an
independent compensation consulting firm to provide information and
recommendations to the compensation committee regarding salary range guidelines,
bonus opportunity and long-term stock-based plan design and grant guidelines for
specific positions.
Executive Compensation
Base Salary. Salaries for executive officers for 1999 were generally
determined on an individual basis by evaluating each executive's scope of
responsibility, performance, prior experience and salary history, as well as the
salaries for similar positions at comparable companies.
Annual Incentive Awards. The Company has established a management
incentive plan. Certain employees, including executive officers, are eligible
to participate in this plan. Target bonuses are established based on a
percentage of base salary and become payable upon the achievement of specified
total company financial goals and personal and team objectives. The
compensation committee administers this plan with regard to the executive
officers.
Long-Term Incentive Awards. The compensation committee believes that
equity-based compensation in the form of stock options links the interests of
executive officers with the long-term interests of the Company's stockholders
and encourages executive officers to remain in the Company's employ. Stock
options generally have value for executive officers only if the price of the
Company's stock increases above the fair market value on the grant date and the
officer remains in the Company's employ for the period required for the shares
to vest.
The Company grants stock options in accordance with the Company's 1996
Stock Option Plan. In 1999, stock options were granted to certain executive
officers as incentives for them to become employees or to aid in the retention
of executive officers and to align their interests with those of the
stockholders. Stock options typically have been granted to executive officers
when the executive first joins the Company, in connection with a significant
change in responsibilities and, occasionally, to achieve equity within a peer
group. The compensation committee may, however, grant additional stock options
to executive officers for other reasons. The number of shares subject to each
stock option granted is within the discretion of the compensation committee and
is based on anticipated future contribution and ability to impact the Company's
results, past performance or consistency within the officer's peer group. In
1999, the compensation committee considered these factors, as well as the number
of unvested option shares held by the officer as of the date of grant. At the
discretion of the compensation committee, executive officers may also be granted
stock options to provide greater incentives to continue their employment with
the Company and to strive to increase the value of the Company's common stock.
The stock options generally become exercisable over a four-year period and are
granted at a price that is equal to the fair market value of the Company's
common stock on the date of grant.
Chief Executive Officer Compensation
Mr. Jenning's base salary, target bonus, bonus paid and long-term incentive
awards for 1999 were determined by the compensation committee in a manner
consistent with the factors described above.
Internal Revenue Code Section 162(m) Limitation
Section 162(m) of the Internal Revenue Code limits the tax deduction to
$1.0 million for compensation paid to certain executives of public companies.
Having considered the requirements of
15
<PAGE>
Section 162(m), the compensation committee believes that grants made pursuant to
the 1996 Stock Option Plan meet the requirements that such grants be
"performance based" and are, therefore, exempt from the limitations on
deductibility. Historically, the combined salary and bonus of each executive
officer has been below the $1.0 million limit. The compensation committee's
present intention is to comply with Section 162(m) unless the compensation
committee feels that required changes would not be in the best interest of the
Company or its stockholders.
Compensation Committee
Barry Guld, Chairman
R. Bradford Burnham
STOCK PERFORMANCE GRAPH
The graph below compares the cumulative total stockholders' return on the
Company's Common Stock since March 31, 1997, the first day of significant
trading of the Company's Common Stock, with the Nasdaq Stock Market (U.S.) Index
and the Hambrecht & Quist Internet Index over the same period (assuming the
investment of $100 in the Company's Common Stock and in the two other indices,
and reinvestment of all dividends). Past financial performance should not be
considered to be a reliable indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Cumulative Total Returns
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
3/97 6/97 9/97 12/97 3/98 6/98 9/98 12/98 3/99 6/99 9/99 12/99
MEDICONSULT.COM.INC. 100 130 88 60 97 77 38 437 840 557 413 333
NASDAQ STOCK MARKET (U.S.) 100 117 137 129 150 154 140 181 204 223 229 330
HAMBRECHT & QUIST INTERNET 100 91 120 124 165 207 167 288 667 687 706 1,366
</TABLE>
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has not yet appointed independent auditors for the current fiscal
year because the Company's Board is evaluating its options with respect to the
choice of the Company's public accounting firm. PricewaterhouseCoopers, LLP
served as the Company's independent auditors for the fiscal year
16
<PAGE>
ending December 31, 1999 and currently serves as the Company's independent
auditors. The Company does not expect that a representative of
PricewaterhouseCoopers, LLP will be present at the Annual Meeting and available
to respond to questions.
ANNUAL REPORT
A copy of the Company's 1999 annual report on Form 10-K (the "Annual
Report") is being distributed to all stockholders together with this Proxy
Statement. The Annual Report, which includes audited financial statements, does
not form any part of the material for the solicitation of proxies. The Company
will furnish without charge to each person whose proxy is being solicited, upon
written request of any such person, a copy of the Annual Report as filed with
the SEC, including the financial statements and schedules. Requests for copies
of the Annual Report should be directed to: Edward Kulenkamp, Investor
Relations, Mediconsult.com, Inc., 1330 Avenue of the Americas, 17th Floor, New
York, New York 10019, (914) 332-6100, extension 289.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE
2001 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals received for inclusion in our proxy statement for the
2001 annual meeting must be submitted, in accordance with Rule 14a-8 under the
Exchange Act on or before January 23, 2001. Shareholder proposals submitted
outside the processes of Rule 14a-8 must be received on or before April 8, 2001
for the purposes of Rule 14a-4 under the Exchange Act.
By Order of the Board of Directors,
Robert A. Jennings
Chairman and Chief Executive Officer
New York, New York
May 22, 2000
17
<PAGE>
[Front Side of Proxy Card]
MEDICONSULT.COM, INC.
PROXY/VOTING INSTRUCTION CARD
This proxy is solicited on behalf of the Board of Directors of
MEDICONSULT.COM, INC. for the Annual Meeting on June 14, 2000
The undersigned appoints Robert A. Jennings and E. Michael Ingram, and each
of them, with full power of substitution in each, the proxies of the
undersigned, to represent the undersigned and vote all shares of
Mediconsult.com, Inc. common stock which the undersigned may be entitled to vote
at the Annual Meeting of Shareholders to be held on June 14, 2000, and at any
adjournments or postponements thereof, as indicated on the reverse side.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE PROVIDED. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED
OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" EACH OF THE PROPOSALS
LISTED, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION
OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING.
(Continued, and to be signed and dated on the reverse side.)
Mediconsult.com, Inc.
1330 Avenue of the Americas
17th Floor
New York, New York 10019
<PAGE>
[Reverse Side of Proxy Card]
THE MEDICONSULT.COM, INC. BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS. [_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
to vote for all the
nominees listed below
</TABLE>
Nominees:
Robert A. Jennings, Ian Sutcliffe, John N. Buchanan, Barry J. Guld, James
Bierman, R. Bradford Burnham, Jason S. Fisherman, MD and Fred Nazem
(INSTRUCTION: To withhold authority to vote for any individual nominee, check
the box "Withhold Authority" and strike a line through that nominee's name.)
All nominees will serve a term of one year or until their respective successors
shall have been duly elected and qualified.
Change of Address [_]
Mark here
Please sign exactly as name appears on Proxy.
Note: When shares are held by joint tenants,
both should sign. When signing as attorney,
executor, administrator, trustee, guardian or
corporate officer or partner, please give
full title as such. If a corporation, please
sign in corporate name by President or other
authorized officer. If a partnership, please
sign in partnership name by authorized
person.
Dated: ________________________________________
_________________________________________________
Signature
_________________________________________________
(Signature, if held jointly)
_________________________________________________
(Title)
Please sign, date and return this proxy in black or blue ink the enclosed
postage prepaid envelope.
Votes must be indicated in blue or black ink.
