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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): June 16, 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 2. Acquisition or Disposition of Assets
On June 16, 2000, HealthCentral.com, a Delaware corporation
("HealthCentral"), announced the consummation of a merger of HCC Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of HealthCentral,
with and into Vitamins.com, Inc., a Delaware
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corporation ("Vitamins.com"), pursuant to which Vitamins.com became a wholly-
owned subsidiary of HealthCentral. In consideration for the merger, each share
of Vitamins.com capital stock was converted into the right to receive .387
shares of HealthCentral common stock, for a total of 22,432,808 shares of
HealthCentral common stock. Each holder of Vitamins.com capital stock who would
otherwise have been entitled to receive a fraction of a share of HealthCentral
common stock received cash in lieu thereof. Each option to acquire one share of
Vitamins.com capital stock was converted into an option to acquire .387 shares
of HealthCentral common stock, resulting in the issuance of options to acquire a
total of 271,267 shares of HealthCentral common stock. The purchase price for
Vitamins.com was determined through negotiation of the parties, who were dealing
at arm's length.
Pursuant to the terms of the merger, Robert M. Haft and C. Sage Givens were
appointed to the Board of Directors of HealthCentral.
A more complete description of this transaction is contained in the proxy
statement dated May 15, 2000.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of the Business Acquired.
It is impractical to provide the required financial statements for
Vitamins.com at the date of the filing of this Form 8-K. The required
financial statements will be provided as soon as practicable but not later
than sixty days after the date of this Form 8-K.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial information
at the date of the filing of this Form 8-K. The required pro forma
financial information will be provided as soon as practicable but not later
than sixty days after the date of this Form 8-K.
(c) Exhibits
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization and Merger dated as of
March 15, 2000 among HealthCentral.com, HCC Acquisition Corp.,
and Vitamins.com, Inc.
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99.1 Press Release dated June 19, 2000 issued by the registrant
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: June 19, 2000 HealthCentral.com
/s/ C. Fred Toney
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C. Fred Toney
Chief Financial Officer
