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As filed with the Securities and Exchange Commission on January 20, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
HEALTHDESK CORPORATION
(Name of Issuer)
HEALTHDESK CORPORATION
(Name of Person Filing Statement)
Common Stock
(Title of Class of Securities)
7372
(CUSIP Number of Class of Securities)
Joseph Dunham
2116 Financial Center
Des Moines, Iowa 50309
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications On Behalf of the Person(s) Filing Statement)
Copies to:
Peter M. Astiz, ESQ.
David A. Hubb, ESQ.
Gray Cary Ware & Freidenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301-1825
(650) 328-6561
This statement is filed in connection with (check the appropriate box):
a.[X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b.[_] The filing of a registration statement under the Securities Act of
1933.
c.[_] A tender offer.
d.[_] None of the above.
Check the following box if soliciting materials or an information statement
referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE*
TRANSACTION VALUATION AMOUNT OF FILING FEE
$635,000 $127
*Calculated pursuant to Rule 0-11(c)(2)
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INTRODUCTION
This Rule 13e-3 Transaction Statement (the "Transaction Statement") is
being filed by HealthDesk Corporation, a California corporation ("HealthDesk" or
the "Company"), in connection with the solicitation of proxies for a special
meeting of shareholders to be convened to vote upon, among other matters: (i) a
transaction involving the sale of substantially all of the Company's
intellectual property rights and inventories, and certain office equipment and
packaged software (the "Sale of Assets") to Patient Infosystems, Inc. ("PATI")
for approximately $635,000 pursuant to the terms of the Asset Purchase Agreement
dated September 24, 1998 (the "Asset Agreement") and (ii) the acquisition by the
Company (the "Merger") of MC Informatics, Inc., a California corporation
("MCIF") pursuant to an Agreement and Plan of Reorganization, dated as of August
18, 1998 (the "Merger Agreement"). The Merger and the Sale of Assets are
sometimes collectively referred to herein as the "Transactions."
HealthDesk has filed with the Securities and Exchange Commission
Amendment No. 2 to its Preliminary Proxy Statement on Schedule 14A (as amended
and including exhibits, the "Proxy Statement") relating to the solicitation of
the approval of the Transactions by the shareholders of HealthDesk. The cross
reference sheet on the following pages, which is supplied pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Proxy Statement of
the information required to be included in response to the items of the
Transaction Statement. The information set forth in the Proxy Statement is
incorporated herein by reference in its entirety, and responses to each item
herein are qualified in their entirety by such reference.
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CROSS REFERENCE SHEET
SCHEDULE CAPTION OR LOCATION
13E-3 ITEM IN PROXY STATEMENT
- ---------- ------------------
1. Issuer and Class of Security Subject to the Transaction
(a).............See Annex 1 to the Transaction Statement
(b).............Summary - Market Price Information
(c).............Summary - Market Price Information
(d).............Summary - Market Price Information
(e).............See Annex 1 to the Transaction Statement.
(f).............Inapplicable
2. Identity and Background. See Annex 1 to the Transaction Statement.
(a).............See Annex 1 to the Transaction Statement.
(b).............See Annex 1 to the Transaction Statement.
(c).............See Annex 1 to the Transaction Statement.
(d).............See Annex 1 to the Transaction Statement.
(e).............See Annex 1 to the Transaction Statement.
(f).............See Annex 1 to the Transaction Statement.
(g).............See Annex 1 to the Transaction Statement.
3. Past Contacts, Transactions or Negotiations
(a).............Inapplicable.
(b).............Inapplicable.
4. Terms of Transaction
(a).............Summary - The Sale of Assets; -- The Merger;
Proposal No. 1 - The Sale of Assets;
Proposal No. 2 - The Merger
(b).............Not applicable
5. Plans or Proposals of the Issuer or Affiliate
(a).............Inapplicable.
(b).............Inapplicable.
(c).............Inapplicable.
(d).............Inapplicable.
(e).............Inapplicable.
(f).............Inapplicable.
(g).............Inapplicable.
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6. Source and Amounts of Funds or Other Consideration
(a).............See Annex 1 to the Transaction Statement.
(b).............See Annex 1 to the Transaction Statement.
(c).............Inapplicable.
(d).............Inapplicable.
7. Purpose(s), Alternatives, Reasons and Effects
(a).............Proposal No. 1 -- The Sale of Assets - Background and
Reasons for the Sale of Assets; Proposal No. 1 - The
Merger--Background of The Merger.
(b).............Proposal No. 1 - The Sale of Assets - Background and
Reasons for the Sale of Assets.
(c).............Proposal No. 1 -- The Sale of Assets - Background and
Reasons for the Sale of Assets; Proposal No. 1 - The
Merger--Background of The Merger
(d).............Summary - Effects of the Sale of Assets and the Merger;
Proposal No. 2 - The Merger - Unaudited Pro Forma
Combined Financial Statements.
8. Fairness of the Transaction
(a).............See "Proposal No. 1 -- The Sale of Assets - Background and
Reasons for the Sale of Assets."
(b) ............See "Proposal No. 1 -- The Sale of Assets - Background and
Reasons for the Sale of Assets."
(c) ............See "Proposal No. I - The Sale of Assets - Interest of
Certain Persons in the Sale of Assets.
(d) ............See "Proposal No. I - The Sale of Assets - Interest of
Certain Persons in the Sale of Assets.
(e) ............See "Proposal No. I - The Sale of Assets - Interest of
Certain Persons in the Sale of Assets.
(f) ............Inapplicable.
9. Reports, Opinions, Appraisals and Certain Negotiations
(a).............See "Proposal No. 1 - Sale of Assets - Opinion of the
Company's Financial Advisor; Proposal No. 2 - Opinion of
the Company's Financial Advisor."
(b) ............See "Proposal No. 1 - Sale of Assets - Opinion of the
Company's Financial Advisor; Proposal No. 2 - Opinion of
the Company's Financial Advisor."
(c) ............Annex I and III to the Proxy Statement.
10. Interest in Securities of the Issuer
(a) ............See "Proxy Statement - Stock Ownership of certain
Beneficial Owners and Management"
(b) ............Inapplicable.
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11. Contracts, Arrangements or Understandings with Implementation Agreement
Respect to the Issuer's Securities
Inapplicable.
12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction
(a).............Summary - Recommendations of the Company's Board of
Directors
(b).............Summary - Recommendations of the Company's Board of
Directors
13. Other Provisions of the Transaction
(a).............Proxy Statement - Summary - Dissenter's Rights
(b).............Inapplicable
(c).............Inapplicable
14. Financial Statements
(a).............Summary--Selected Historical Financial Information
(b).............Information Concerning MCIF--Unaudited Pro Forma Combined
Financial Statements
15. Persons and Assets Employed, Retained or Utilized
(a).............Proxy Statement -- Proposal No. 1 - Sale of Assets;--
The Asset Agreement; Proposal No. 2-The Merger -- The
Merger Agreement
(b).............Proxy Statement -- General Information -- Solicitation of
Proxies
16. Additional Information
The information contained in the Proxy Statement is incorporated by
reference herein in its entirety.
17. Material to be Filed as Exhibits
(a).............Not applicable.
(b).............Fairness opinions of each of George Arneson & Company and
Whale Securities, which are included in Annex I and
III, respectively, to the Proxy Statement.
(c).............Form of Asset Purchase Agreement with Patient Infosystems,
Inc. dated September 24, 1998 and Agreement and Plan of
Reorganization, dated as of August 18, 1998 (the "Merger
Agreement"), by and among the Company, MC Acquisition
Corporation, a California corporation and a wholly-owned
subsidiary of the Company ("Sub"), and MC Informatics,
Inc., a California corporation are attached as Annex II and
IV to the Proxy Statement, respectively.
(d) ............Proxy Statement.
(e) ............Inapplicable.
(f).............Inapplicable
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Item 1. Issuer and Class of Security Subject to the Transaction
(a) This Schedule 13e-3 relates to the Common Stock of HealthDesk
Corporation ("HealthDesk" or the "Company"). The principal
executive offices of HealthDesk are located at 2116 Financial
Center, Des Moines, Iowa 50309.
(b)-(d) See "Proxy Statement -- Summary -- Market Price Information.
(e) In January 1997 the Company completed an Initial Public
Offering ("IPO")raising net proceeds of $7,018,788 through the
issuance of 1,700,000 shares of Common Stock and warrants to
purchase 1,955,000 shares of Common Stock.
(f) Not applicable.
Item 2. Identity and Background
HealthDesk, the person filing the Transaction Statement, is the issuer
of the class of equity securities which is the subject of the Rule 13e-3
transaction.
(a) The persons enumerated in General Instruction C to Schedule
13E-3 (each an "Instruction C Person") are Joseph R. Dunham
II, Terry M. Brandt, John Pappajohn, James A. Gordon, and
Joseph Rudick, Jr.
(b)-(d) The following information with respect to principal occupation
or employment and name of the corporation or other
organization in which such occupation or employment is carried
on and in regard to other affiliations has been furnished to
HealthDesk by the Instruction C Persons.
John Pappajohn has been a director of the Company since
1993. Mr.Pappajohn also serves as a director of the following
companies: PACE Health Management Systems, Inc.;
PatientInfosystems, Inc.; and American Physician Partners,
Inc. Mr. Pappajohn has been the sole owner of Pappajohn
Capital Resources, a venture capital firm, and has served as
President of Equity Dynamics, Inc., a financial consulting
firm, since 1969. Mr. Pappajohn received a B.S.C. degree from
the University of Iowa in 1952.
James A. Gordon has been director of the Company since
September 1996. Mr. Gordon is the President of the General
Partner of Edgewater II Management, L.P., a venture capital
management firm. Mr. Gordon is also the General Partner of
Edgewater Private Equity Fund II, L.P., a venture capital
firm. Mr. Gordon serves as a director of the following
companies: IMNET Systems, Inc.; Advanced Photonix, Inc.; and
Microwave Systems. Mr. Gordon has been President of Gordon
Management, an investment management company, since February
1992. Mr. Gordon received a B.A. degree summa cum laude from
Northwestern University.
Dr. Joseph Rudick, Jr., a founder of the Company, has been
a director of the Company since August 1992. Dr. Rudick has
been self-employed as a physician since 1988 with Associate
Ophthalmologist, P.C. Dr. Rudick has also served as Vice
President of Castle Group/Paramount Capital, a venture capital
firm, since 1993. Dr. Rudick currently serves as a director of
Optex Ophthalmics and Channel Pharmaceuticals. Dr. Rudick
received a B.A. from Williams College in 1978 and an M.D. from
the University of Pennsylvania in 1983.
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Dr. Molly J. Coye has been a director of the Company since
September 1997. Dr. Coye is currently the Director of the West
of Coast Office for The Lewin Group. Until September 1997, Dr.
Coye served as Senior Vice President of Strategic Development
for the Company. Dr. Coye served as Senior Vice President of
the Good Samaritan Health System, a non-profit, integrated
health care system, from September 1993 to January 1996. From
June 1991 to September 1993, Dr. Coye served as Director of
the California Department of Health Services. From 1986 to
1990, Dr. Coye was the Commissioner of Health for the State of
New Jersey. Dr. Coye received a B.S. degree in political
science from the University of California at Berkeley in 1968,
an M.A. degree in Asian history from Stanford University in
1972, and an M.D. and an M.P.H. from Johns Hopkins University
in 1977. Dr. Coye completed an internship in Family Medicine
at San Francisco General Hospital and a residency in
Preventative Medicine at the Robert Wood Johnson Foundation
Clinical Scholars Program at the University of California at
San Francisco.
Joseph R. Dunham II has been a director of the Company
since May 1998 and is currently acting President, Chief
Financial Officer and Secretary of the Company. Mr. Dunham is
currently the Senior Vice President of Equity Dynamic, Inc., a
financial consulting firm. From January 1993 to August 1997,
Mr. Dunham served as Manager of Investment Services with
Wellmark Blue Cross Blue Shield of Iowa. From May 1990 to
January 1993, Mr. Dunham served as Vice President of Corporate
Finance with Allied Group Merchant Banking. Mr. Dunham
received a B.A. degree in Business Education from Wartburg
College in 1986 and an M.B.A. from Drake University in 1992.
Terry M. Brandt has been Chief Technology Officer of the
Company since March 1997. Mr. Brandt has over ten years of
healthcare technology experience. Most recently, Mr. Brandt
was technical director for Isys Idea Systems, Inc., a company
specializing in the development of educational and promotional
properties for the World Wide Web. From 1993 to 1995, he was
the Vice President and Chief Technology Officer for Hospital
Cost Consultants, Inc. Previously he was Director of
Information Services for Shands Teaching Hospital in
Gainesville, Florida. He received his undergraduate degree
from the University of Central Florida and his M.S. in
Marketing and Consumer Behavior from the University of
Florida.
(e) To the best of HealthDesk's knowledge, during the past five
years, no Instruction C Person has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(f) To the best of HealthDesk's knowledge, during the past five
years, no Instruction C Person has been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such
laws.
(g) All of the Instruction C Persons are U.S. citizens.
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Item 3. Past Contacts, Transactions or Negotiations
(a) Inapplicable.
(b) Inapplicable.
Item 4. Terms of the Transaction.
(a) See "Proxy Statement -- Summary - The Sale of Assets; --
The Merger; Proposal No. 1 - The Sale of Assets; Proposal
No. 2 - The Merger -- The Merger;" "Proposal No. 2 The
Merger".
(b) Inapplicable.
Item 5. Plans or Proposals of the Issuer or Affiliate
(a)-(g) Inapplicable.
Item 6. Source and Amounts of Funds or Other Consideration
(a) The Company will receive cash as a result of the Asset
Transfer. The Company will issue authorized but unissued
shares of Common Stock in connection with the Merger.
(b) The Company will pay all costs incurred in connection with the
Transactions, such costs include the following estimated
amounts:
Financial Advisors: $ 72,000
Legal Fees 100,000
Accounting Fees 10,000
Printing Fees 10,000
Filing Fees 10,000
(c) Inapplicable.
(d) Inapplicable.
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Item 7. Purpose, Alternatives, Reasons and Effects.
(a) See "Proxy Statement - Proposal No. 1 -- The Sale of Assets -
Background and Reasons for the Sale of Assets;
Proposal No. 1 - The Merger--Background of The Merger."
(b) See "Proxy Statement Proposal -- No. 1 - The Sale of Assets -
Background and Reasons for the Sale of Assets."
(c) See "Proxy Statement --..Proposal No. 1 -- The Sale of
Assets - Background and Reasons for the Sale of Assets;
Proposal No. 1 - The Merger--Background of The Merger."
(d) See "Proxy Statement -- Summary - Effects of the Sale of
Assets and the Merger; Proposal No. 2 - The Merger - Unaudited
Pro Forma Combined Financial Statements."
Item 8. Fairness of the Transaction.
(a) See "Proxy Statement -- Proposal No. 1 -- The Sale of Assets -
Background and Reasons for the Sale of Assets."
(b) See "Proxy Statement -- Proposal No. 1 -- The Sale of Assets -
Background and Reasons for the Sale of Assets."
(c) See "Proxy Statement - Proposal No. I - The Sale of Assets -
Interest of Certain Persons in the Sale of Assets.
(d) See "Proxy Statement - Proposal No. I - The Sale of Assets
- Interest of Certain Persons in the Sale of Assets.
(e) See "Proxy Statement - Proposal No. I - The Sale of Assets -
Interest of Certain Persons in the Sale of Assets.
(f) Inapplicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a) See "Proposal No. 1 - Sale of Assets - Opinion of the Company's
Financial Advisor; Proposal No. 2 - Opinion of the Company's
Financial Advisor."
(b) See "Proposal No. 1 - Sale of Assets - Opinion of the Company's
Financial Advisor; Proposal No. 2 - Opinion of the Company's
Financial Advisor."
(c) Fairness opinions of each of George Arneson & Company and Whale
Securities, are included in Annex I and III, respectively, to the
Proxy Statement.
Item 10. Interest in Securities of the Issuer
(a) See "Proxy Statement - Stock Ownership of certain Beneficial Owners
and Management"
(b) Inapplicable.
Item 11. Contracts, Arrangements or Understanding with Respect to the Issuer's
Securities.
Inapplicable.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a) See "Proxy Statement - Summary - Recommendations of the Board of
Directors."
(b) See "Proxy Statement - Summary - Recommendations of the Board of
Directors."
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Item 13. Other Provisions of the Transaction.
(a) See "Proxy Statement - Summary - Dissenter's Rights."
(b) Inapplicable.
(c) Inapplicable.
Item 14. Financial Information.
(a) See "Proxy Statement -- Summary--Selected Historical Financial
Information."
(b) See "Proxy Statement--Information Concerning MCIF--Unaudited Pro
Forma Combined Financial Statements."
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) See "Proxy Statement -- Proposal No. 1 - Sale of Assets;--
The Asset Agreement; Proposal No. 2-The Merger -- The Merger
Agreement."
(b) See "Proxy Statement -- General Information -- Solicitation of
Proxies."
Item 16. Additional Information.
The information contained in the Proxy Statement is incorporated by
reference herein in its entirety.
Item 17. Material to be Filed as Exhibits.
(a) Inapplicable.
(b) Fairness opinions of each of George Arneson & Company and Whale
Securities, which are included in Annex I and III, respectively, to
the Proxy Statement.
(c) Form of Asset Purchase Agreement with Patient Infosystems, Inc.
dated September 24, 1998 and Agreement and Plan of Reorganization,
dated as of August 18, 1998 (the "Merger Agreement"), by and among
the Company, MC Acquisition Corporation, a California corporation
and a wholly-owned subsidiary of the Company ("Sub"), and MC
Informatics, Inc., a California corporation are attached as Annex
II and IV to the Proxy Statement, respectively.
(d) Proxy Statement.
(e) Inapplicable.
(f) Inapplicable.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
HealthDesk Corporation
By: /s/ Joseph Dunham
Dated: January 19, 1999
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