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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: September 8, 2000
(Date of earliest event reported)
drkoop.com, Inc.
(exact name of registrant as specified in its charter)
Delaware Commission File: 95-4697615
(State or other jurisdiction 000-26275 (I.R.S. Employer Identification
of incorporation or No.)
organization)
7000 North Mopac
Austin, Texas 78731
(Address of Principal executive offices, including zip code)
(512) 583-5667
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As disclosed in the Registrant's Current Report on Form 8-K filed with
the Commission on September 1, 2000, the Registrant completed a $27.5 million
financing on August 25, 2000. In connection with the financing, the Registrant
agreed to use its reasonable efforts to reconstitute its Board of Directors. On
September 1, 2000, the Registrant filed with the Commission and mailed to its
stockholders an information statement complying with Rule 14f-1 under the
Securities Exchange Act of 1934 in connection with the proposed change in the
composition of its board of directors. On September 11, 2000, the Registrant's
board of directors elected the following individuals to fill vacancies on the
board: Edwin M. Cooperman, Scott J. Hyten, Marshall S. Geller, George A.
Vandeman and Joseph P. Wynne. They joined Dr. C. Everett Koop, Donald Hackett
and Richard M. Rosenblatt on the board. John A. Zacarro and Dr. Nancy Snyderman
have resigned from the Registrant's board of directors.
On September 11, 2000, the Registrant's board of directors designated
Mr. Hyten, Mr. Vandeman and Mr. Cooperman to serve on the Registrant's audit
committee and compensation committee. Mr. Hyten will serve as chairman of the
audit committee and Mr. Vandeman will serve as chairman of the compensation
committee.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On September 8, 2000, PricewaterhouseCoopers, LLP ("PwC") notified the
Registrant of its resignation as independent accountant of the Registrant.
However, following discussions between the new management of the Registrant and
PwC, PwC agreed to continue to serve as independent accountant of the Registrant
through the completion and filing of the Registrant's third quarter financial
statements. Based on these events, the Registrant has designated a committee
consisting of Mr. Hyten and Mr. Cooperman to have discussions with PwC and other
accounting firms with respect to accounting services to be provided to the
Registrant following publication of the Registrant's third quarter financial
statements.
The audit report of PwC for each of the two years in the period ended
December 31, 1999 and the period from the Registrant's inception (July 17, 1997)
to December 31, 1997 contained an explanatory paragraph regarding the
Registrant's ability to continue as a going concern.
During the Registrant's two most recent fiscal years and any
subsequent period preceding September 8, 2000, there were no disagreements with
PwC on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of PwC, would have caused PwC to make reference to the
subject matter of the disagreements in connection with its report, except for
the following:
(1) In June 2000, PwC advised the Registrant's prior management and
Audit Committee that it had noted a matter involving the Registrant's internal
control and operation that PwC considered to be a material weakness under
standards established by the American Institute of Certified Public Accountants.
Specifically, PwC noted certain inadequacies in the Registrant's system of
review of contracts for assessing appropriateness of revenue recognized, and PwC
recommended that the Registrant improve its procedures to ensure proper revenue
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recognition for contracts entered into by the Registrant. The Registrant's prior
management and Audit Committee discussed the items described in the letter with
PwC. The Registrant's prior management disagreed with PwC's identification of
the material weakness and expressed its disagreement to PwC.
(2) In June 2000, PwC advised the Registrant's prior management and
Audit Committee that there were disagreements with the Registrant's prior
management with respect to (i) proper revenue recognition relating to certain
transactions and (ii) the proper recording of expense on equity instruments
issued in connection with certain transactions. Such matters were resolved to
PwC's satisfaction prior to the filing of the Registrant's financial statements
for the year ended December 31, 1999.
The Registrant has authorized PwC to respond fully to the inquiries of
any successor independent auditors that may be appointed by the Registrant with
respect to the subject matter of items (1) and (2) above.
PwC has furnished to the Registrant a letter addressed to the
Securities and Exchange Commission stating that it agrees with the information
contained in this Report on Form 8-K, a copy of which is attached as Exhibit
16.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers, LLP dated September 15, 2000,
pursuant to Item 304(a)(3)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized,
drkoop.com, Inc.
Date: September 15, 2000 By /S/ Richard M. Rosenblatt
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Name: Richard M. Rosenblatt
Title: Chief Executive Officer
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EXHIBIT INDEX
II-1
