<PAGE>
As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 333-__________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________________
DRKOOP.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Delaware 7000 N. Mopac, Suite 400 95-4697615
Austin, Texas 78731 (I.R.S. Employer
(State of Incorporation) (Address of Principal Executive Offices) Identification No.)
</TABLE>
Amended and Restated 1997 Stock Option Plan
1999 Equity Participation Plan
1999 Employee Bonus Agreements
(Full Title of the Plans)
_______________________
Donald W. Hackett
President and Chief Executive Officer
drkoop.com, Inc.
7000 N. Mopac, Suite 400
Austin, Texas 78731
(512) 583-5667
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Anthony J. Richmond
Latham & Watkins
135 Commonwealth Drive
Menlo Park, California 94025
(650) 328-4600
_______________________
Calculation of Registration Fee
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum
Number of Maximum Amount of
Shares to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share Offering Price Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value, issuable under the
Amended and Restated 1997 Stock Option Plan.......... 11,250,000 $ 0.53 (2) $ 5,962,500 (2) $ 1,574.10 (2)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value, issuable under the
1999 Equity Participation Plan....................... 3,750,000 $ 15.84 (3) $ 59,400,000 (3) $15,681.60 (3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value, issuable under the
1999 Employee Bonus Agreements....................... 156,413 $ 0.39 (4) $ 61,001 (4) $ 16.10 (4)
------------------------------------------------------------------------------------------------------------------------------------
Interest in employee benefit plans described herein... (5) -- -- --
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement shall also cover any additional shares of
common stock which become issuable under the employee benefit plans and
agreements described herein by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of common stock of drkoop.com, Inc.
(2) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"), based on a weighted average exercise price of $0.53 per share.
(3) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"), based on the average of the high and low prices of common stock
traded on the NASDAQ National Market on November 26, 1999.
(4) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"), based on a weighted average exercise price of $0.39 per share.
(5) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to
be offered and sold pursuant to the employee benefit plans described
herein.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents which we have filed with the Commission are
incorporated by reference into this registration statement:
(a) The description of Common Stock contained in our registration
statement on Form 8-A (File No. 000-26275) filed with the Commission on June
4, 1999 pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any subsequent amendment or report
filed for the purpose of amending such description.
(b) In addition, all documents which we file pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration
statement from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained in this
registration statement, or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this registration
statement, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Our Certificate of Incorporation provides that to the fullest extent
permitted by the Delaware General Corporation Law ("Delaware Law"), as it now
exists or as it may be amended in the future, a director of our company shall
not be personally liable to us or our stockholders for monetary damages for
breach of fiduciary duty as a director. Under current Delaware Law, liability of
a director may not be limited (i) for any breach of the director's duty of
loyalty to our company or our stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) in respect of certain unlawful dividend payments or stock redemptions or
repurchases, and (iv) for any transaction from which the director derives an
improper personal benefit. The effect of the provision of our Certificate of
Incorporation is to eliminate our rights and the rights of our stockholders
(through stockholders' derivative suits on behalf of us) to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate our rights or the rights of any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, our Certificate
of Incorporation provides that we shall indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an
3
<PAGE>
action or proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he or she is or was a director or officer of our
company or any predecessor of our company, or serves or served at any other
enterprise as a director or officer at our request.
We have also entered into indemnification agreements with our directors and
officers, which also provide for indemnification against certain liabilities,
including certain liabilities under the Securities Act. Our bylaws also permit
us to secure insurance on behalf of any officer, director, employee or other
agent for any liability arising out of his or her actions, regardless of whether
Delaware law would permit indemnification.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following are the exhibits required by Item 601 of Regulation S-K:
Exhibit
Number
------
5.1 Opinion of Latham & Watkins.
10.1* Amended and Restated 1997 Stock Option Plan.
10.2** 1999 Equity Participation Plan.
10.3 Form of 1999 Employee Bonus Agreement.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on page 5 of this registration statement).
________________________
* Incorporated by reference to Exhibit 10.1 of the registrant's registration
statement on Form S-1 (File No. 333-73065) filed on March 5, 1999.
** Incorporated by reference to Exhibit 10.2 of Amendment No. 1 to the
registrant's registration statement on Form S-1 (File No. 333-73065) filed on
April 21, 1999.
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or
4
<PAGE>
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
drkoop.com, Inc., a Delaware corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Austin, State of
Texas, on this 30 day of November, 1999.
drkoop.com, Inc.
By: /s/ Donald W. Hackett
----------------------
Donald W. Hackett, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Donald W. Hackett and Susan M.
Georgen-Saad, with full power of substitution and resubstitutions and full power
to act without the other, his or her true and lawful attorneys-in-fact and
agents to act for him or her in his or her name, place or stead, in any and all
capacities, to sign any amendments to this registration statement on Form S-8
(including post-effective amendments) and to file such amendments, together with
exhibits and other documents in connection therewith, with the Securities and
Exchange Commission, granting to each attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully as he or she might or could do in
person, and ratifying and confirming all that the attorneys-in-fact and agents,
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald W. Hackett President, Chief Executive Officer November 30, 1999
-------------------------------------
Donald W. Hackett and Director (Principal Executive Officer)
/s/ Susan M. Georgen-Saad Chief Financial Officer (Principal November 30, 1999
--------------------------------------
Susan M. Georgen-Saad Financial and Accounting Officer)
Chairman of the Board of Directors November __, 1999
--------------------------------------
C. Everett Koop, M.D.
/s/ John F. Zaccaro Vice-Chairman of the Board November 30, 1999
--------------------------------------
John F. Zaccaro of Directors
/s/ Jeffrey C. Ballowe Director November 30, 1999
--------------------------------------
Jeffrey C. Ballowe
Director November __, 1999
--------------------------------------
Mardian J. Blair
/s/ G. Carl Everett, Jr. Director November 30, 1999
--------------------------------------
G. Carl Everett, Jr.
Director November __, 1999
--------------------------------------
Richard D. Helppie, Jr.
/s/ Nancy L. Snyderman, M.D. Director November 30, 1999
--------------------------------------
Nancy L. Snyderman, M.D.
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number
------
5.1 Opinion of Latham & Watkins.
10.1* Amended and Restated 1997 Stock Option Plan.
10.2** 1999 Equity Participation Plan.
10.3 Form of 1999 Employee Bonus Agreement.
23.1 Consent of Latham & Watkins (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included on page 5 of this registration statement).
_____________________________
* Incorporated by reference to Exhibit 10.1 of the registrant's registration
statement on Form S-1 (File No. 333-73065) filed on March 5, 1999.
** Incorporated by reference to Exhibit 10.2 of Amendment No. 1 to the
registrant's registration statement on Form S-1 (File No. 333-73065) filed
on April 21, 1999.
7
<PAGE>
EXHIBIT 5.1
OPINION OF LATHAM & WATKINS
[Letterhead of LATHAM & WATKINS]
November 30, 1999
drkoop.com, Inc.
7000 N. Mopac, Suite 400
Austin, Texas 78731
Re: drkoop.com, Inc.
15,156,413 shares of common stock, par value $0.001 per share
-------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of an aggregate of 15,156,413 shares (the "Shares") of
common stock, par value $0.001 per share, of drkoop.com, Inc. (the "Company")
issuable under the Company's Amended and Restated 1997 Stock option Plan (the
"Plan"), 1999 Equity Participation Plan (the "New Plan"), and the 1999 Employee
Bonus Agreements (the "Agreements") by the Company on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on November 30, 1999 (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below.
In our capacity as your special counsel in connection with such registration,
we are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of the Shares.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of the
General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing, it is our opinion that the Shares to be issued under
the Plan, the New Plan, and the Agreements have been duly authorized, and upon
the issuance and delivery of the Shares in the manner contemplated by the Plan,
the New Plan, and the Agreements, and assuming the Company completes all actions
and proceedings required on its part to be taken prior to the issuance and
delivery of the Shares pursuant to the terms of the Plan, the New Plan, and the
Agreements, including, without limitation, collection of required payment for
the Shares, the Shares will be validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
1
<PAGE>
EXHIBIT 10.3
DRKOOP.COM, INC.
1999 EMPLOYEE BONUS AGREEMENT
RECITALS
--------
WHEREAS, drkoopcom, Inc. (the "Company") desires to compensate certain of
its employees for exemplary service to the Company; and
WHEREAS, the Company desires to grant to certain of its employees an option
to purchase shares of Common Stock pursuant to this form of Bonus Agreement in
accordance with Rule 701 of the Securities Act of 1933, as amended.
A. NOTICE OF STOCK OPTION GRANT
The undersigned employee of the Company ("Optionee") has been granted an
Option (the "Option") to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and this Agreement, as follows:
<TABLE>
<S> <C>
Date of Grant ______
Vesting Commencement Date ______
Exercise Price per Share $_____
Total Number of Shares Granted (the "Shares") ______
Total Exercise Price $_____
Type of Option: Nonstatutory Stock Option
Term/Expiration Date ______
</TABLE>
1. Vesting Schedule:
----------------
This Option shall be exercisable, in whole or in part, according to the
following vesting schedule:
Twenty-Five percent (25%) of the Shares subject to the Option shall become
exercisable twelve months after the Vesting Commencement Date, and 1/48 of the
Shares subject to the Option shall become exercisable at the end of each full
month thereafter provided that Optionee continues to be a service provider to
the Company (a "Service Provider") on such dates.
<PAGE>
2. Termination Period:
------------------
This Option shall be exercisable for three months after Optionee ceases to
be a Service Provider, but in no event may Optionee exercise this Option after
the Term/Expiration Date as provided above.
B. AGREEMENT
---------
1. Grant of Option. The Company hereby grants to the Optionee named in
---------------
the Notice of Grant the option to purchase the number of Shares set forth in the
Notice of Grant, at the exercise price per share set forth in the Notice of
Grant (the "Exercise Price").
2. Exercise of Option.
------------------
a. Right to Exercise. This Option shall be exercisable during its term
-----------------
in accordance with the Vesting Schedule set out in the Notice of Grant and with
the applicable provisions of this Option Agreement.
b. Method of Exercise. This Option shall be exercisable by delivery of
------------------
an exercise notice in the form attached as Exhibit A (the "Exercise Notice")
---------
which shall state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company. The
Exercise Notice shall be accompanied by payment of the aggregate Exercise Price
as to all Exercised Shares. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice accompanied by the
aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of an Option unless
such issuance and such exercise complies with applicable securities laws.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.
3. Lock-Up Period. Optionee hereby agrees that, if so requested by the
--------------
Company or any representative of the underwriters (the "Managing Underwriter")
in connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell or otherwise transfer
any Shares or other securities of the Company during the 180-day period (or such
other period as may be requested in writing by the Managing Underwriter and
agreed to in writing by the Company) (the "Market Standoff Period") following
the effective date of a registration statement of the Company filed under the
Securities Act. The Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such Market
Standoff Period.
4. Method of Payment. Payment of the aggregate Exercise Price shall be by
-----------------
cash or check.
2
<PAGE>
5. Restrictions on Exercise. This Option may not be exercised if the
------------------------
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
law.
6. Termination of Relationship. In the event an Optionee's continuous
---------------------------
status as an employee or consultant terminates, Optionee may, to the extent the
Option was vested at the date of such termination (the "Termination Date"),
exercise this Option during the Termination Period set out in the Notice of
Grant. To the extent that Optionee was not vested in this Option at the date of
such termination, or if Optionee does not exercise this Option within the time
specified herein, the Option shall terminate.
7. Disability of Optionee. Notwithstanding the provisions of Sections A.2.
----------------------
and B.6. above, in the event of termination of an Optionee's continuous status
as an employee or consultant as a result of his or her disability, Optionee may,
but only within twelve (12) months from the date of such termination (and in no
event later than the expiration date of the term of such Option as set forth in
Section A herein, exercise the Option to the extent the Option was vested at the
date of such termination. To the extent that Optionee is not vested in the
Option at the date of termination, or if Optionee does not exercise such Option
within the time specified herein, the Option shall terminate.
8. Death of Optionee. In the event of termination of Optionee's Continuous
-----------------
Status as an Employee or Consultant as a result of the death of Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the date of expiration of the term of this
Option as set forth in Section 11 below), by Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent the Option was vested at the date of death. To the extent
that Optionee is not vested in the Option at the date of death, or if the Option
is not exercised within the time specified herein, the Option shall terminate.
9. Non-Transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
10. Term of Option. This Option may be exercised only within the term set
--------------
out in Section A herein, and may be exercised during such term only in
accordance with the terms of this Option.
11. Tax Consequences. Set forth below is a brief summary as of the date of
----------------
this Option of some of the federal tax consequences of exercise of this Option
and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE
TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE COMPANY IS NOT RESPONSIBLE
FOR ANY TAX CONSEQUENCES RELATING TO THE GRANT OR EXERCISE OF THIS OPTION NOR
THE DISPOSITION OF SHARES ACQUIRED UPON EXERCISE OF THIS OPTION. THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
3
<PAGE>
There may be a regular federal income tax liability upon the exercise of
Option. The Optionee will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the fair
market value of the Shares on the date of exercise over the Exercise Price. If
Optionee is an employee or a former employee, the Company will be required to
withhold from Optionee's compensation or collect from Optionee and pay to the
applicable taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.
12. Entire Agreement; Governing Law. This Option Agreement constitutes the
-------------------------------
entire agreement of the parties with respect to the subject matter hereof and
supersedes in its entirety all prior undertakings and agreements of the Company
and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee. This agreement is governed by the internal substantive
laws (but not the choice of law rules) of Delaware.
13. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES
---------------------------------
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO
NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL
NOT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE AND WITH OR WITHOUT NOTICE.
OPTIONEE: DRKOOP.COM, INC.
______________________________________ _____________________________________
Authorized Signatory
Name:_________________________________
Address:______________________________
______________________________
______________________________
4
<PAGE>
EXHIBIT A
DRKOOP.COM, INC.
1999 EMPLOYEE BONUS AGREEMENT
EXERCISE NOTICE
drkoop.com, Inc.
8920 Business Park Drive, Suite 200
Austin, TX 78759
Exercise of Option. Effective as of today, ___________, 19__, the
------------------
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of drkoop.com, Inc. (the
"Company") under and pursuant to the Employee Stock Bonus Agreement dated
____________________ (the "Option Agreement").
Delivery of Payment. Purchaser herewith delivers to the Company the full
-------------------
purchase price of the Shares, as set forth in the Option Agreement.
Representations of Optionee.
---------------------------
In connection with the purchase of the Shares, the undersigned Optionee
represents to the Company the following:
Conditions of the Option Agreement. Optionee acknowledges that
----------------------------------
Optionee has received, read and understood the Option Agreement and agrees to
abide by and be bound by its terms and conditions.
Purchase for Own Account. Optionee is aware of the Company's business
------------------------
affairs and financial condition and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision to acquire the
Shares. Optionee is acquiring the Shares for investment for Optionee's own
account only and not with a view to, or for resale in connection with, any
"distribution" thereof within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
Restricted Securities. Optionee acknowledges and understands that the
---------------------
Shares constitute "restricted securities" under the Securities Act and have not
been registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of Optionee's investment intent as expressed herein. In this regard,
Optionee understands that, in the view of the Securities and Exchange
Commission, the statutory basis for such exemption may be unavailable if
Optionee's representation was predicated solely upon a present intention to hold
the Shares for the minimum capital gains period specified under tax statutes,
for a deferred sale, for or until an increase or decrease in the market price of
the Shares, or for a period of one year or any other fixed period in the future.
Optionee further understands that the Shares must be held indefinitely unless
they are
5
<PAGE>
subsequently registered under the Securities Act or an exemption from such
registration is available. Optionee further acknowledges and understands that
the Company is under no obligation to register the Shares.
Rule 701 and Rule 144. Optionee is familiar with the provisions of
---------------------
Rule 701 and Rule 144, each promulgated under the Securities Act, which, in
substance, permit limited public resale of "restricted securities" acquired,
directly or indirectly from the issuer thereof, in a non-public offering subject
to the satisfaction of certain conditions. Rule 701 provides that if the issuer
qualifies under Rule 701 at the time of the grant of the Option to the Optionee,
the exercise will be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or
such longer period as any market stand-off agreement may require) the Shares
exempt under Rule 701 may be resold, subject to the satisfaction of certain of
the conditions specified by Rule 144, including: (1) the resale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of
certain public information about the Company, (3) the amount of Shares being
sold during any three month period not exceeding the limitations specified in
Rule 144(e), and (4) the timely filing of a Form 144, if applicable.
In the event that the Company does not qualify under Rule 701 at the
time of grant of the Option, then the Shares may be resold in certain limited
circumstances subject to the provisions of Rule 144, which requires the resale
to occur not less than one year after the later of the date the Shares were sold
by the Company or the date the Shares were sold by an affiliate of the Company,
within the meaning of Rule 144; and, in the case of acquisition of the Shares by
an affiliate, or by a non-affiliate who subsequently holds the Shares less than
two years, the satisfaction of the conditions set forth in sections (1), (2),
(3) and (4) of the paragraph immediately above.
Optionee further understands that in the event all of the applicable
requirements of Rule 701 or 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk. Optionee understands that no assurances can be given that
any such other registration exemption will be available in such event.
Rights as Shareholder. Until the issuance of the Shares (as evidenced by
---------------------
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the stock subject to
the Option, notwithstanding the exercise of the Option. The Shares shall be
issued to the Optionee as soon as practicable after the Option is exercised. No
adjustment shall
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be made for a dividend or other right for which the record date is prior to the
date of issuance except as provided in Section 13 of the Plan.
Tax Consultation. Optionee understands that Optionee may suffer adverse
----------------
tax consequences as a result of Optionee's purchase or disposition of the
Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
Restrictive Legends and Stop-Transfer Orders.
--------------------------------------------
Legends. Optionee understands and agrees that the Company shall cause
-------
the legends set forth below or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of the Shares together with
any other legends that may be required by the Company or by state or federal
securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,
IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER
OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH
IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT
THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS
AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES OF
THESE SHARES.
Stop-Transfer Notices. Optionee agrees that, in order to ensure compliance
---------------------
with the restrictions referred to herein, the Company may issue appropriate
"stop transfer" instructions to its transfer agent, if any, and that, if the
Company transfers its own securities, it may make appropriate notations to the
same effect in its own records.
Refusal to Transfer. The Company shall not be required (i) to transfer on
-------------------
its books any Shares that have been sold or otherwise transferred in violation
of any of the provisions of this Agreement or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.
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<PAGE>
Successors and Assigns. The Company may assign any of its rights under
----------------------
this Agreement to single or multiple assignees, and this Agreement shall inure
to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns.
Governing Law; Severability. This Agreement is governed by the internal
---------------------------
substantive laws (but not the choice of law rules) of Delaware.
Entire Agreement. The Option Agreement is incorporated herein by
----------------
reference. This Agreement, and the Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee.
Submitted by: Accepted by:
OPTIONEE: DRKOOP.COM, INC.
_____________________________________ _____________________________________
Name:________________________________ Name:________________________________
Address:_____________________________ Title:_______________________________
_____________________________
_____________________________
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 4, 1999, except for Note 14, for
which the date is May 13, 1999, relating to the financial statements of
drkoop.com, Inc., which appear in Amendment No. 3 to the Registration Statement
on Form S-1 filed on June 4, 1999 (File No. 333-73459).
/s/ PricewaterhouseCoopers LLP
Austin, Texas
November 30, 1999
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