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UNITED STATES
SECURITIES 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): July 24, 2000
HEALTHCENTRAL.COM
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(Exact name of registrant as specified in its charter)
DELAWARE 000-27567 94-3250851
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(Jurisdiction of (Commission file number) (I.R.S. Employer
incorporation) Identification No.)
HealthCentral.com
6001 Shellmound Street, Suite 800
Emeryville, CA 94608
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(Address of principal executive offices)
Registrant's telephone number, including area code: (510) 250-2500
Not Applicable
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(Former name or address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 25, 2000, HealthCentral.com (the "Company") announced that it had
entered into an Asset Purchase Agreement, dated as of July 24, 2000 (the "Asset
Agreement"), by and among the Company, HCC Subsidiary Corp. ("Acquisition Sub"),
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Drug Emporium, Inc. ("DE") and DrugEmporium.com, Inc. ("DrugEmporium") Under
the terms of the Asset Agreement, Acquisition Sub will acquire substantially all
of the assets and assume certain of the liabilities of DrugEmporium in exchange
for non-voting preferred stock of the Company (the "Acquisition").
The Acquisition is subject to various conditions set forth in the Asset
Agreement, including the expiration of the waiting period under the Hart-Scott
Rodino Antitrust Improvements Act.
On July 25, 2000, the Company issued a press release announcing the
Acquisition. 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 DrugEmporium 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 the S-1 registration statement and the Annual Report on Form 10-K.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits.
EXHIBIT DESCRIPTION
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99.1 Press Release dated July 25, 2000
2
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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 duly
authorized undersigned.
Date: July 25, 2000 HealthCentral.com
/s/ C. Fred Toney
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C. Fred Toney
Chief Financial Officer
