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As filed with the Securities and Exchange Commission on October 22, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 13, 1999
ADATOM.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22947 43-1771999
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
920 Hillview Court, Suite 160
Milpitas, California 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 935-7979
HEALTHCORE MEDICAL SOLUTIONS, INC.
11904 Blue Ridge Blvd.
Grandview, Missouri 64030
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
The material set forth herein under Item 2, Acquisition or Disposition
of Assets, is incorporated herein by reference.
Item 2. Acquisition or Disposition of Assets.
Effective October 13, 1999 ("Effective Date"), Adatom, Inc., a
California corporation ("Adatom, Inc."), merged (the "Merger") with and into
HealthCore Medical Solutions, Inc., a Delaware corporation, with HealthCore
Medical Solutions, Inc. as the surviving corporation and being renamed
"Adatom.com, Inc." (the "Registrant"). The Merger was consummated pursuant to an
Agreement and Plan of Merger, dated as of July 1, 1999, among Adatom, Inc. and
the Registrant (the "Merger Agreement"). Pursuant to the Merger Agreement, the
Registrant acquired all of the assets and assumed all of the liabilities and
obligations of Adatom, Inc.
Pursuant to the Merger Agreement, on the Effective Date, each share of
Adatom, Inc. common stock, no par value (the "Adatom, Inc. Common Stock") was
converted into the right to receive approximately 2.12 shares (the "Exchange
Ratio") of the Registrant's common stock ("Registrant Common Stock").
The Registrant's Registration Statement on Form S-4 (Registration No.
333-87207), which was declared effective by the Securities and Exchange
Commission on September 21, 1999 (the "Registration Statement"), sets forth
certain information regarding the Merger, Adatom, Inc. and the Registrant,
including, but not limited to, the manner of the Merger, a description of the
assets involved, the nature and amount of consideration paid by the Registrant
therefor, the method used for determining the amount of such consideration, the
nature of any material relationships between Adatom, Inc. and the Registrant or
any officer or director of the Registrant or any associate of any such officer
or director, the nature of the business of Adatom, Inc. and the Registrant and
the intended structure and operation of the combined company created in the
Merger.
The press release issued by Adatom, Inc. and the Registrant with respect
to the consummation of the Merger is included as Exhibit 99.2 hereto.
On the Effective Date, by virtue of the Merger, the following persons
became the members of the Board of Directors of the Registrant:
1) Richard Barton and Sridhar Jagannathan, both of whom were previously
members of the Adatom, Inc. Board of Directors. Mr. Barton also became
Chairman of the Board and Chief Executive Officer of the Registrant;
2) Ralph Kennedy Frasier and Sylvia A. Dresner who were elected as
outside directors at the designation of Adatom, Inc.; and
3) Neal J. Polan, formerly the Chairman and Chief Executive Officer of
the Registrant.
As a result of the shares of common stock of the Registrant issued to
the shareholders of Adatom, Inc. in the Merger, Mr. Barton now owns 7,765,982
shares of common stock of the Registrant, which is approximately 54% of the
outstanding shares of common stock of the Registrant.
At the special meeting of the Registrant's stockholders to vote on the
Merger, one of the items for consideration by the stockholders was the
termination of the Amended and Restated Escrow Agreement dated July 31, 1997
among the Registrant, certain stockholders of the Registrant and American Stock
Transfer & Trust Company. Pursuant to the terms of termination, 720,000 of the
900,000 shares of
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common stock of the Registrant subject to this agreement would be cancelled and
the remaining 120,000 shares released from the escrow. A more complete
description of this agreement and the termination arrangement is set forth in
the Registration Statement. The termination required the vote of two-thirds of
the outstanding shares of stock, which was not obtained at the meeting. All of
the shares covered by the agreement therefore remain subject thereto. The
Registrant intends to submit this termination to its stockholders again in the
near future, and the former shareholders of Adatom, Inc. have agreed to vote for
its approval. It is therefore presently anticipated that the agreement will at
that time be terminated and, as a result, 720,000 shares of common stock will be
cancelled.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
The following financial statements of Adatom, Inc. are incorporated
herein by reference to Exhibit 99.4 filed herewith:
1. Balance Sheet as of December 31, 1998 and 1997.
2. Statement of Operations for the years ended December 31, 1998
and 1997 and for the period from inception to December 31, 1998.
3. Statement of Stockholders' Equity for the years ended
December 31, 1998, 1997 and 1996.
4. Statement of Cash Flows for the years ended December 31, 1998
and 1997 and for the period from inception to December 31, 1998.
5. Notes to Financial Statements.
6. Report of Ireland San Filippo, LLP, independent auditors, on the
financial statements of Adatom, Inc. as of as of December 31,
1998 and 1997, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended
and for the period from inception to December 31, 1998 and the
related consent of auditors.
The following unaudited financial statements of Adatom, Inc. are
incorporated herein by reference to Exhibit 99.4 filed herewith:
7. Balance Sheet as of June 30, 1999.
8. Statement of Operations for the three months and six months
ended June 30, 1999 and 1998 and for the period from inception
to June 30, 1999.
9. Statement of Stockholders' Deficit.
10. Statement of Cash Flows for the six months ended June 30, 1999
and 1998 and for the period from inception to June 30, 1999.
11. Notes to Financial statements.
Item 2 of this Form 8-K should be read in connection with these financial
statements.
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(b) Pro Forma Financial Information. The pro forma financial information
required pursuant to Article 11 of Regulation S-X is incorporated herein by
reference to Exhibit 99.5 filed herewith. The adjustments reflect the pro forma
effect of the Merger.
1. Unaudited Pro Forma Condensed Balance Sheet of HealthCore and
Adatom at June 30, 1999.
2. Unaudited Pro Forma Condensed Statement of Operations of
HealthCore for the Six Months Ended March 31, 1999 and for
Adatom for the Six Months Ended June 30, 1999.
3. Unaudited Pro Forma Condensed Statement of Operations for
HealthCore for the Year Ended September 30, 1998 and for Adatom
for the Year Ended December 31, 1998.
4. Notes to Unaudited Pro Forma Condensed Financial Statements.
(c) Exhibits. The exhibits to this Report are incorporated by reference
to the Exhibit Index appearing on page E-1 hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: October 22, 1999
ADATOM.COM, INC.
By: /s/ Richard Barton
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Richard Barton
[Title]
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Exhibit Index
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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99.1 Registrant's Registration Statement on Form S-4 [Incorporated by
reference, Registration No. 333-87207, filed September 16, 1999]
99.2 Text of press release announcing effectiveness of merger of
HealthCore, Inc. and Adatom, Inc.
99.3 Agreement and Plan of Merger by and Between HealthCore Medical
Solutions Inc. and Adatom, Inc. dated as of July 1, 1999
[Incorporated by reference to Registration Statement on Form S-4
of the Registrant, Registration No. 333-87207, filed September
16, 1999]
99.4 Financial Statements of Adatom, Inc. and Report of Ireland San
Filippo, LLP and related Consent [Incorporated by reference to
Registration Statement on Form S-4 of the Registrant,
Registration No. 333-87207, filed September 16, 1999]
99.5 Pro Forma Financial Statements of HealthCore, Inc. and Adatom,
Inc. [Incorporated by reference to Registration Statement on
Form S-4 of the Registrant, Registration No. 333-87207, filed
September 16, 1999]
Page E-1
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Shareholders Approve Merger of Adatom, Inc. and HealthCore Medical
Solutions, Inc.
MILPITAS, Calif.--(BUSINESS WIRE)--Oct. 13, 1999--Adatom, Inc.
announced today that it has closed its merger with HealthCore Medical Solutions,
Inc. (Nasdaq: HMSI). The merger was approved on October 11, 1999 at a special
stockholder meeting of HMSI. Adatom stockholders had previously approved the
transaction. The name of HMSI is being changed to Adatom.com, Inc. The common
stock of the surviving company will initially trade under the HMSI symbol;
however, the symbol will likely change in the near future to reflect the new
name of the surviving company.
The merger is an all-stock transaction. HMSI currently has no
operating business and has approximately $1.5 million of cash and/or cash
equivalents. Adatom stockholders received newly issued shares of HMSI equal to
approximately 78.3% of the total common stock outstanding of HMSI. As such,
total shares outstanding of HMSI after the merger are approximately 14,000,000.
This outstanding number of shares does not include 720,000 shares of common
stock owned by HMSI stockholders, which have been held in escrow for
approximately two years. It is presently anticipated that these shares will be
retired and canceled in the next few months upon receipt of stockholder
approval. Existing Class A common stock and warrants of HMSI remain outstanding
and Class B common stock of HMSI has been converted to Class A common stock. In
addition, Class A common stock of HMSI has been retitled as common stock.
Holders of approximately 80% of the outstanding shares have
agreed not to sell any shares they currently hold for periods ranging from two
to six months.
"We are extremely pleased to have completed the merger with
HMSI," said Richard Barton, President and CEO of Adatom, Inc. "Since our
inception in 1996, Adatom's vision has been to effectively shift the e-commerce
paradigm by providing the shortest, most convenient, cost efficient and
satisfying route between a merchandise supplier and the consumer. We have
achieved this by aggressively establishing relationships with more than 800
major manufacturers and suppliers. These relationships allow Adatom to source
and ship directly from the manufacturers and suppliers and provide customers
with the value of top quality merchandise at low prices."
Mr. Barton will assume the titles of Chairman, CEO and
President of Adatom.com, Inc. Before founding Adatom, Mr. Barton was Chairman,
CEO and President of the Canadian subsidiary and President of the U.S. Customer
Operations Division of Xerox Corporation. Mr. Barton also currently serves on
the board of directors of Avon Products, Inc. and the U.S. Chamber of Commerce.
In addition, the Company will also nominate new members to its Board of
Directors.
"Our e-commerce superstore, www.adatom.com, has access to over
3 million stock keeping units (SKUs), provides interactive Personal Shopping
Consultants (PSC) as well as has the ability to special request items that are
typically hard to find," continued Mr. Barton. "We believe these factors and
others make our site unique, which will be key to further attracting
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a base of customers who will repeatedly shop at www.adatom.com for all of their
e-commerce needs."
Adatom plans to launch a major national advertising campaign
later this month. Advertisements, highlighting the Company's product assortment
and commitment to customer service, will run consistently on television as well
as on the radio in targeted markets.
"We are further leveraging our supplier relationships and high
standards of customer service as a gateway for small- and mid-sized companies to
instantly establish an e-commerce presence through the Adatom Virtual E-tail
Channel, or AVEC, which we intend to launch in the fourth quarter," said Mr.
Barton. "AVEC should be quick and easy to implement and should simply require a
few clicks to get started. Once established, companies will have created their
own branded website that is complete with a workable infrastructure including
brand-name product and a comprehensive fulfillment system."
Adatom is developing and implementing a business model that
includes its own Internet superstore, www.adatom.com, back-end fulfillment for
other e-commerce sites as well as website development and e-commerce
infrastructure. This system seeks to reduce operating costs and pass value onto
the consumer in the form of increased customer service and price savings. Adatom
provides a comprehensive product mix of name brand products for the individual,
the home, and the office in 29 product categories via its Internet site,
www.adatom.com. Statements in this news release that are not descriptions of
historical facts are forward-looking statements that are subject to risks and
uncertainties. Words such as "expect," "intends," "believes," "plans,"
"anticipates," and "likely" also identify forward-looking statements. All
forward-looking statements are based on current facts and analyses. Actual
results may differ materially from those currently anticipated due to a number
of factors including, but not limited to history of operating losses,
anticipated future losses, competition, future capital needs, the need for
market acceptance, dependence upon third parties and intellectual property
rights. Additional information on factors that may affect the business and
financial results of the Company can be found in filings of the Company with the
Securities and Exchange Commission. All forward-looking statements are made
pursuant to the Securities Litigation Reform Act of 1995.
CONTACT: Adatom.com, Inc.
Richard S. Barton, President & CEO
408/935-7979
or
The MWW Group
201/507-9500
Media Relations:
Matt Messinger, [email protected]
or
Investor Relations:
Robert Ferris, [email protected]
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