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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): November 8, 2000
Commission file number 333-90165
XCARE.NET, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 85-0373486
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6400 S. FIDDLER'S GREEN CIRCLE, SUITE 1400, ENGLEWOOD, COLORADO 80111
(Address of principal executive offices)
(303) 488-2019
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
On November 8, 2000, the Registrant purchased all of Advica Health
Resource's (Advica) common shares for 70,000 shares of the Registrant's common
stock. Total value of the consideration was $1.7 million. Under certain
circumstances as prescribed in the purchase agreement, the Registrant will pay
additional consideration of $400,000 in common stock.
On November 10, 2000, the Registrant issued a press release announcing
the completion of the acquisition. A copy of the press release is attached as
Exhibit 99.1.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The audited balance sheets of Advica as of September 30, 2000, December
31, 1999 and 1998, and the audited statements of income of Advica for the nine
months ended September 30, 2000 and twelve months ended December 31, 1999 and
1998, will be filed by amendment to this Form 8-K as soon as practicable, but no
later than 75 days after the date of the consummation of the transaction.
(b) Pro Forma Financial Information
The unaudited consolidated pro forma balance sheets of XCare.net as of
September 30, 2000 and December 31, 1999, and the unaudited consolidated pro
forma statements of income of XCare.net for the nine months ended September 30,
2000 and twelve months ended December 31, 1999, will be filed by amendment to
this Form 8-K as soon as practicable, but no later than 75 days after the date
of the consummation of the transaction.
(c) Exhibits
99.1 Press Release of the Registrant dated November 10, 2000
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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 thereunto duly authorized.
XCARE.NET, INC
Date: December 4, 2000 By: /s/ Gary T. Scherping
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Gary T. Scherping
Vice President of Finance
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press release dated 11/10/00
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