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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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PLANETRX.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-27437 94-3227733
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
349 Oyster Point Blvd., Suite 201, S. San Francisco, California 94080
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (650) 616-1500
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________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report.)
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Item 2. Acquisition or Disposition of Assets.
On October 13, 1999, PlanetRx.com, Inc., a Delaware corporation (the
"Company") acquired selected assets and liabilities of YourPharmacy.com, Inc.
This acquisition was accomplished pursuant to an Asset Contribution and
Reorganization Agreement dated August 31, 1999 (the "Asset Contribution and
Reorganization Agreement") among the Company, PRX Holdings, Inc., PRX
Acquisition Corp., Express Scripts, Inc. ("Express Scripts") and its wholly
owned subsidiary, YourPharmacy.com, Inc. The acquisition occurred after the
approval of the Asset Contribution and Reorganization Agreement by the
stockholders of PRX Acquisition Corp., and approval of the issuance of the
Company's Common Stock in connection with the acquisition by the stockholders of
the Company, and the satisfaction of certain other closing conditions.
Pursuant to the Asset Contribution and Reorganization Agreement and
related series of agreements, PlanetRx.com issued 19.9% of its outstanding stock
to Express Scripts (calculated after the closing of the initial public offering
of even date therewith, including the exercise of its over-allotment option) for
selected assets and liabilities of YourPharmacy.com, Inc. In connection with
the series of agreements, the Company has committed to pay a minimum of
$14,650,000 annually for five years for promotion of the Company's Website.
Additionally, these agreements provide that Express Scripts members are able to
use their reimbursement plan to fill prescriptions online at PlanetRx.com and
Express Scripts has agreed that it will promote the Company as Express Scripts'
Internet pharmacy. The agreements provide for a variety of other co-branding
and co-promotion arrangements as well.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
Incorporated by reference to the Prospectus forming a part of the
Company's Registration Statement on Form S-1 (file No. 333-82485)
initially filed on July 8, 1999, as amended.
(b) Pro Forma Financial Information.
Incorporated by reference to the Prospectus forming a part of the
Company's Registration Statement on Form S-1 (file No. 333-82485)
initially filed on July 8, 1999, as amended.
(c) Exhibits.
Exhibit
Number Description
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2.1* Asset Contribution and Reorganization Agreement dated
August 31, 1999.
23.1 Consent of Independent Accountants.
99.1 Press release, dated October 14, 1999.
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* Incorporated by reference to the Prospectus forming a part of the
Company's Registration Statement on Form S-1 (file No. 333-82485)
initially filed with the Securities and Exchange Commission on July
8, 1999, as amended.
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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.
PLANETRX.COM, INC.
Date: October 28, 1999 By: /s/ Steve Valenzuela
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Name: Steve Valenzuela
Title: Vice President, Finance, Chief Financial
Officer and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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2.1* Asset Contribution and Reorganization Agreement dated
August 31, 1999.
23.1 Consent of Independent Accountants.
99.1 Press release, dated October 14, 1999.
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* Incorporated by reference to the Prospectus forming a part of the
Company's Registration Statement on Form S-1 (file No. 333-82485)
initially filed with the Securities and Exchange Commission on July 8,
1999, as amended.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Form 8-K of
our report dated August 23, 1999, except for Note 8, which is as of August 31,
1999, relating to the financial statements of YourPharmacy.com, Inc., which is
included in the Registration Statement on Form S-1 of PlanetRx.com, Inc. (No.
333-82485) dated October 6, 1999.
PRICEWATERHOUSECOOPERS LLP
St. Louis, Missouri
October 27, 1999
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Exhibit 99.1
PlanetRx.com and Express Scripts Today Complete Acquisition Transaction
PlanetRx.com becomes exclusive online pharmacy for Express Scripts'36 million
members
South San Francisco, Calif. and St. Louis, Mo. -- October 14, 1999 --
PlanetRx.com, Inc. (NASD:PLRX) and Express Scripts, Inc. (NASD:ESRX) today
announced that PlanetRx has completed the acquisition of Express Scripts'
e-commerce pharmacy, making PlanetRx (www.planetrx.com) the exclusive online
pharmacy for Express Scripts and its 36 million members. In addition to
purchasing over-the-counter health and beauty products at PlanetRx, with the
closing of the deal today, qualified Express Script members can now use their
pharmacy benefit program to purchase prescriptions at PlanetRx with their
customary insurance co-payments.
Marketing programs have also begun to inform Express Scripts members of their
new PlanetRx benefits. Express Scripts will retain the yourPharmacy.com website
(www.yourpharmacy.com), which will continue as a portal for Express Scripts
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members, providing comprehensive news and benefits information.
Building on each other's strengths, the integration of Express Scripts and
PlanetRx provides consumers a more convenient, more complete pharmacy
experience. Together, PlanetRx and Express Scripts now offer qualified Express
Scripts members one convenient place to shop for over-the-counter health
and beauty products and their prescription drug needs, including traditional
30-day prescriptions and longer term, greater than 30-day prescriptions.
"Together, Express Scripts and PlanetRx offer consumers, employers and health
plans an outstanding combination of pharmacy knowledge, clinical expertise,
benefit services, shopping experience and order fulfillment available through
the Internet," said Barrett Toan, chief executive officer of Express Scripts.
"This relationship accelerates our Internet pharmacy initiatives and enables us
to focus on enhancing the entire pharmacy benefit and delivering excellent
member and client service."
The integration of PlanetRx and Express Scripts systems and distribution
operations ultimately benefits the consumer by providing excellent customer
service and selection, the value of affordable pharmaceuticals, and great
savings on health and beauty products. The companies have created a unique
relationship, resulting in an Internet pharmacy that owns and operates its
entire order, fulfillment and distribution process, a key component in
maintaining a consistently high level of quality control and customer service.
"We're excited to be up and running with Express Scripts," said William J.
Razzouk, chief executive officer of PlanetRx. "With this agreement we increase
our ability to serve the millions of consumers who are turning to the Internet
for reliable health information, affordable prescriptions and health and beauty
products, while maintaining the PlanetRx trademark of superior customer
service."
Terms of the agreement
Under the terms of the agreement between PlanetRx and Express Scripts, Express
Scripts obtained a 19.9% ownership in PlanetRx, which represents approximately
10.4 million shares. PlanetRx will be the exclusive Internet pharmacy serving
Express Scripts' plan members for five years, with a potential five-year
extension. Under the joint operating agreement, PlanetRx will pay Express
Scripts fees in excess of $11 million annually.
About Express Scripts
Express Scripts, Inc. (www.express-scripts.com) is the nation's leading
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independent full-service PBM and specially managed care company. Through
facilities in seven states and Canada, the company serves thousands of clients
throughout North America, including managed care organizations, insurance
carriers, third-party administrators, employers and union-sponsered benefit
plans. Express Scripts is headquartered in St. Louis, Missouri.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1996: Statement in this press release regarding Express Scripts, Inc.'s business
which are not historical facts are forward-looking statements that involve risks
and uncertainties. For a discussion of such risks and uncertainties, which could
cause actual results to differ from those contained in the forward-looking
statements, see "Risk Factors" in the Company's Annual Report of Form 10-K for
the most recently ended fiscal year.
About PlanetRx.com
PlanetRx.com Inc. (www.planetrx.com) a leading Internet healthcare destination
for commerce, content and community, delivers a convenient, personalized and
informed health and beauty shopping experience. With products ranging from
prescriptions to personal care items to the latest medical information, PlanetRx
gives consumers the ability to manage their own healthcare in a convenient and
secure environment. PlanetRx is one of three online pharmacies to have received
the Verified Internet Pharmacy Practice Sites (VIPPS) seal of approval from The
National Association of Boards of Pharmacy (NABP). Headquartered in South San
Francisco, Calif., the company operates its own pharmacy and distribution
center, in Memphis, Tenn., to ensure the highest quality customer care.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this press release that are not purely
historical are forward-looking statements within the meaning of Section 21E of
the Securities and Exchange Act of 1934, as amended, including statements
regarding PlanetRx's expectations, beliefs, intentions, or strategies regarding
the future. All forward-looking statements included in this document are based
upon information available to PlanetRx as of the date hereof, and PlanetRx
assumes no obligation to update any such forward-looking statements. Forward-
looking statements involve risks and uncertainties, which could cause actual
results to differ materially from those projected. These and other risks
relating to PlanetRx's business are set forth in PlanetRx's Form S-1, as amended
and filed with the Securities and Exchange Commission on July 8, 1999, and the
other reports filed from time to time with the Securities and Exchange
Commission
