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Filing pursuant to Rule 424(b)(2)
Registration Statement No. 333-39934
Prospectus Supplement No. 5
(To Prospectus Dated June 23, 2000)
4,800,000 Shares
RNETHEALTH.COM, INC.
Common Stock
You should read this prospectus supplement along with the accompanying
prospectus. These documents contain information you should consider when making
your investment decision. You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone else to provide you with different or
additional information.
This prospectus supplement and the accompanying prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the common stock offered hereby. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or a solicitation of
an offer to buy our common stock in any circumstances in which an offer or
solicitation is unlawful.
Information in this prospectus supplement and the accompanying prospectus
may change after the date on the front of the applicable document. You should
not interpret the delivery of this prospectus supplement or the accompanying
prospectus or the sale of the common stock as an indication that there has been
no change in our affairs since that date.
Our principal executive offices are located at 506 Santa Monica Blvd.,
Suite 400, Santa Monica, California 90401. Our telephone number is (310)
393-3979.
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INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 18, 2000
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USE OF PROCEEDS
The net proceeds to us from this offering will be $187,500. We will use
the net proceeds of this offering of our common stock as described in the
prospectus. See "Use of Proceeds" beginning on page 8 of the prospectus.
PLAN OF DISTRIBUTION
We have entered into a Common Stock Purchase Agreement with Torneaux
Ltd. (the "Purchaser") to raise up to $10 million through a series of sales of
our common stock, of which shares representing approximately $3,075,000 have
been registered. The dollar amount of each sale is limited by our common stock's
trading volume, and a minimum period of time must elapse between each sale (see
Draw Down Terms on page 36). Each sale will be to the Purchaser at a discount of
10-12% of the then current stock price. In turn, the Purchaser (the "Selling
Shareholder") will either sell our stock in the open market, to other investors
through negotiated transactions or hold our stock. This prospectus relates to
the resale of our stock by the Purchaser either in the open market or to other
investors.
To date, and before the issuance of shares pursuant to this prospectus
supplement and the receipt of net proceeds in consideration for those shares, we
have issued and sold an aggregate of 715,890 shares of our common stock to the
Purchaser pursuant to the Common Stock Purchase Agreement.
We are offering 295,095 shares of our common stock to the Purchaser
pursuant to this prospectus supplement. The common stock will be purchased at a
negotiated purchase price of $0.6354 per share. We will not pay any other
compensation in conjunction with the sale of our common stock.
The Purchaser and its pledgees, donees, transferees and other subsequent
owners, may offer their shares at various times in the over-the-counter market,
in privately negotiated transactions, at prevailing market prices at the time of
sale, at prices related to those prevailing market prices, at negotiated or at
fixed prices.
The Purchaser may also sell its shares under Rule 144 instead of this
prospectus, if Rule 144 is available for those sales.
The transactions in the shares may be effected by ordinary brokerage
transactions and transactions in which the broker solicits purchasers, purchases
by a broker or dealer as principal, and the resale by that broker or dealer for
its account under this prospectus, including resale to another broker or dealer,
block trades in which the broker or dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal in order
to facilitate the transaction, or negotiated transactions between selling
stockholders and purchasers without a broker or dealer.
In the Common Stock Purchase Agreement with Tourneaux, Ltd., we have agreed
to indemnify and hold harmless Tourneaux, Ltd. as the Purchaser and each person
who controls Tourneaux, Ltd. against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, which may be based upon, among
other things, any untrue statement or alleged untrue statement of a material
fact or any omission or alleged omission of a material fact, unless made or
omitted in reliance upon written information provided to us by Tourneaux, Ltd.
MARKET FOR OUR COMMON STOCK
Our common stock is listed on the OTC Bulletin Board under the symbol
RNET.OB. On September 14, 2000, the closing price of our common stock was
$0.6562. The common stock sold under this prospectus supplement will be listed
on the Bulletin Board after it is notified that the shares have been issued. As
of September 14, 2000 and before the issuance of shares pursuant to this
prospectus supplement, we had 38,765,063 shares of common stock outstanding.
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