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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 (Date of earliest event reported): October 23, 2000
HEALTHCENTRAL.COM
(Exact name of Registrant as specified in its charter)
Delaware 000-27567 94-3250851
(State or other jurisdiction of (Commission File Number) (I.R.S.Employer
incorporation or organization) Identification No.)
HealthCentral.com
6001 Shellmound Street, Suite
800 Emeryville, CA 94608
(Address of principal executive offices) (Zip code)
(510) 250-2600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since lastreport)
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Item 2. Other Events
On October 24, 2000, HealthCentral.com (the "Company") issued a press release
announcing that it had entered into an Asset Purchase Agreement, dated as of
October 23, 2000 (the "Asset Agreement"), by and among the Company, HCEN
Acquisition Corporation, a wholly owned subsidiary of the Company ("Acquisition
Sub"), more.com, Inc. ("MCI") and Comfort Living, Inc., a wholly owned
subsidiary of MCI ("Comfort Living"). Under the terms of the Asset Agreement,
Acquisition Sub will acquire certain assets and liabilities of MCI and Comfort
Living in exchange for shares of common stock of the Company (the
"Acquisition"). The Acquisition is subject to various conditions set forth in
the Asset Agreement. This press release is attached hereto as Exhibit 99.1, and
incorporated herein by reference in its entirety. Exhibit 99.1 to this current
report on Form 8-K contains forward-looking statements that reflect management's
goals, objectives and expectations. These statements relate to, among other
things, benefits to be realized from the Acquisition. Achievement of the
expressed goals, objectives and expectations is subject to certain risks and
uncertainties that could cause actual results to differ materially from those
goals, objectives or expectations. Important factors that may cause such
differences include, but are not limited to, the Company's limited operating
history and need to generate revenues, any failure to integrate the more.com
acquisition and other acquisitions or manage growth, the substantial competition
in the eHealth market, the Company's substantial payment obligations, risks
inherent in operating an online pharmacy, possible liability related to content
on or accessed through the Company's Web sites, the need to build a brand name
quickly, the effect of substantial and changing government regulation, possible
systems interruptions, and a failure to attract and retain key employees and
risks related to intellectual property. Such forwarding-looking statements speak
only as of the date on which such statements were made, and the Company
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which any such statement is made to
reflect the occurrence of unanticipated events. Additional discussions of the
risks faced by the Company are contained in its S-1 registration statement, its
Annual Report on Form 10-K, its Form 10-Q for the quarter ended June 30, 2000
and its other filings with the Security and Exchange Commission.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit
Number Description
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99.1 Press Release dated October 24, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
HEALTHCENTRAL.COM
(Registrant)
Date: October 27, 2000 By: /s/ C. Fred Toney
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C. Fred Toney
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press Release dated October 24, 2000
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