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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: July 14, 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
of incorporation or Identification 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 5. OTHER EVENTS.
General. As previously disclosed, we are presently pursuing a permanent
financing to refinance $1.5 million of bridge financing previously received. We
have also received from the bridge investor a standby line of credit for an
additional $3.0 million The bridge lender has received warrants to acquire 6.5
million shares of common stock for an exercise price of $0.75 per share in
connection with these financing transactions. The permanent financing is
expected to consist of convertible preferred stock and stock purchase warrants.
In connection with discussions with prospective participants in the permanent
financing, we expect to provide additional disclosure to those investors on
recent developments which is summarized below:
Quarterly Financial Results. As of the date of this Report, management
presently believes that revenues for the quarter will be $2.5 million to $3.0
million and our net loss will be $1.15 to $1.18 per share on a diluted basis.
These results have been adversely affected by our widely publicized liquidity
shortfall and also reflect expenses that are either non-recurring or which will
be sharply reduced going forward such as employee severance costs related to a
reduction in force and portal expense. Portal expense for the June quarter is
estimated to have been approximately $18.5 million to $19.0, a substantial
portion of which was non-cash. During this quarter, we also recognized a charge
of approximately $7.4 million in write-off costs related to the termination of
our business arrangement with HealthMagic, Inc.
We believe that our cash operating expenses are currently approximately
$2.5 million per month, although operating expenses for financial reporting
purposes will significantly exceed this amount for the immediate future as we
amortize certain deferred, non-cash charges. These non-cash charges consist
principally of expense related to equity securities issued to portal companies
for the carriage of our service. As previously disclosed, we have recently
renegotiated our portal agreements with America Online and GO.com.
We have not closed our books for the quarter ended June 30, 2000 or
discussed the activities for the quarter with our independent auditors.
Accordingly, the financial information provided above is preliminary and subject
to revision. These revisions could be material.
In addition, some of the information provided above constitutes forward-
looking statements which are subject to the safe-harbor provisions of the
federal securities laws. In particular, our estimate of future per month cash
operating costs and our results for the quarter ended June 30, 2000 constitute
such forward-looking statements. These forward-looking statements are based on
our current expectations and are subject to material risks and uncertainties.
Actual results could differ materially from these forward-looking statements
depending on changes in external competitive market factors, capital market
conditions, the effectiveness of our marketing and promotion strategies or our
ability to execute our business strategy. We require significant additional
funds to meets our
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obligations. As disclosed in prior press releases and reports filed with the
Securities and Exchange Commission, our capital resources are extremely limited
and our operations continue to operate at a loss requiring that additional
capital be available. If additional funds are raised through the issuance of
equity or convertible debt securities, the percentage ownership of existing
stockholders will be reduced. In addition, these newly-issued securities will
almost certainly have rights, preferences or privileges senior to those of
existing stockholders. The Company cannot assure investors that additional
financing will be available on terms favorable to it or at all. These matters
and other business risks to which drkoop.com is subject are discussed in our
periodic reports and registration statements filed from time to time with the
Securities and Exchange Commission. In particular, investors are urged to review
carefully the information under the caption "Risk Factors" in the Form 10-K
for the year ended December 31, 1999 and the Form 10-Q for the quarter ended
March 31, 2000 and the other information contained in those reports. The Forms
10-K and 10-Q may be obtained by accessing the database maintained by the
Securities and Exchange Commission at www.sec.gov or by contacting drkoop.com,
Inc. at the address or telephone number on the cover of this Report. We
undertake no responsibility to update any of these forward-looking statements.
Management Changes. Dennis Upah and Susan Georgen-Saad, the Chief
Operating Officer and Chief Financial Officer, respectively, have voluntarily
elected to resign. Each will continue to serve with us in a consulting
capacity, with Ms. Georgen-Saad as the Acting Chief Financial Officer, while a
search for replacements is completed. Donald Hackett and Louis Scalpati, our
Chief Executive Officer and Chief Architect, respectively, have recently
extended their employment contracts for an additional one year term; consistent
with present policy these renewals reflect a 15% reduction in their base
compensation. In addition, as previously disclosed, if we are successful in
completing a permanent financing, the merchant bank assisting us and the new
investors are expected to obtain the right to designate a majority of the board
of directors for a period of time. Jeffrey Ballowe and G. Carl Everett have
recently resigned from the Board of Directors. One of these vacancies has been
filled by Mr. Robert Laszewski, the President of Health Policy and Strategy
Associates, Inc., a policy and marketplace consulting firm specializing in
assisting its clients through today's significant health policy and marketing
changes. Mr. Laszewski also serves as national advisor on health and policy
issues for Ernst & Young LLP..
Notice to Stockholders. In connection with arranging permanent financing,
we have obtained a written waiver from the Nasdaq National Market to its
standard requirement that stockholder approval be obtained in advance of any
private placement of equity securities at less than market prices if the
transaction would result in shares of common stock representing more than 19.9
percent of the outstanding stock being issued. This waiver was granted in
concurrence with the assessment of our audit committee that our liquidity needs
require that the financing be pursued and, hopefully, completed before a proxy
statement could have been prepared and a special meeting of stockholders noticed
and held. In compliance with the requirements of Nasdaq, on July 14, 2000 we
mailed to our stockholders a notice of the granting of this waiver.
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Nothing contained in this report is intended to constitute an offer to sell
or the solicitation of any offer to purchase securities of the Company.
Legal Matters. We are aware of press releases disseminated by two law firms
on July 14, 2000 announcing that one or more of such law firms is filing or has
filed a class action lawsuit in the United States District Court for the Western
District of Texas on behalf of purchasers of the securities of drkoop.com, Inc.
alleging violations of the federal securities laws. According to the website of
one such law firm it has filed or is filing a lawsuit styled as William Gambino,
on behalf of himself and others similarly situated, vs. drkoop.com, Inc., Donald
Hackett, C. Everett Koop, Nancy Snyderman, John F. Zaccaro and Neal K. Longwill,
each of whom is a present or former officer or director of our company. As of
the close of business on July 14, 2000, we had not been served with any
complaint nor had we obtained a certified copy from the court. Accordingly, as
of the date of this Report, we are not in a position to comment further on this
topic.
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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: July 14, 2000 By /s/ Donald W. Hackett
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Name: Donald W. Hackett
Title: Chief Executive Officer
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