<PAGE> 1
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SEC1746(2-98) POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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<TABLE>
<S> <C>
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OMB APPROVAL
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OMB Number: 3235-0145
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UNITED STATES Expires: October 31, 2002
SECURITES AND EXCHANGE COMMISSTION ------------------------------
WASHINGTON, DC 20549 Estimated average burden
hours per response . . . 14.9
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</TABLE>
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___________)*
HealthCentral.Com
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
42221V 106
--------------------------------------------------------------------------------
(CUSIP Number)
Michael A. Schlesinger
Venable, Baetjer, Howard & Civiletti, LLP
1615 L Street, NW
Washington, DC 20036
(202) 425-8600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e) 140.13s-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of he schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
<PAGE> 2
CUSIP No. 42221V 10 6 Page 2
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only).
Robert Haft Capital L.L.C. I.D. No. 52-2096873
------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
2. (b) [ ]
------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS See Item 3 below.
------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER: 7,126,963
--------------------------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER: -0-
SHARES --------------------------------------------------------------------------------
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER: -0-
EACH --------------------------------------------------------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: -0-
------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,126,963
------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12. CERTAIN SHARES [ ]
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.8%*
------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
------------------------------------------------------------------------------------------------------
</TABLE>
* Based on 22,704,076 shares outstanding as of June 15, 2000 plus the
22,432,808 shares issued on June 16, 2000 in connection with the
Merger described in Item 3 below.
<PAGE> 3
CUSIP No. 42221V 10 6 Page 3
<TABLE>
------------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only).
Robert M. Haft
------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS See Item 3 below.
------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER: 7,126,963
------------------------------------------------------------------------------
NUMBER OF
SHARES 8. SHARED VOTING POWER: -0-
BENEFICIALLY ------------------------------------------------------------------------------
OWNED BY
EACH
REPORTING 9. SOLE DISPOSITIVE POWER: 6,457,317
PERSON WITH ------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: -0-
------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,126,963
------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 15.8%*
------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IN
------------------------------------------------------------------------------------------------------
</TABLE>
* Based on 22,704,076 shares outstanding as of June 15, 2000 plus the
22,432,808 shares issued on June 16, 2000 in connection
with the Merger described in Item 3 below.
<PAGE> 4
CUSIP No. 42221V 10 6 Page 4
<TABLE>
------------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only).
Mary Z. Haft
------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS See Item 3 below.
------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
------------------------------------ -----------------------------------------------------------------
7. SOLE VOTING POWER: -0-
------------------------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER: -0-
SHARES ------------------------------------------------------------------------------
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER: 131,813
EACH ------------------------------------------------------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: -0-
------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 131,813
------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12. CERTAIN SHARES [ ]
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.3%*
------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IN
------------------------------------------------------------------------------------------------------
</TABLE>
* Based on 22,704,076 shares outstanding as of June 15, 2000 plus the
22,432,808 shares issued on June 16, 2000 in connection with the Merger
described in Item 3 below.
<PAGE> 5
CUSIP No. 42221V 10 6 Page 5
<TABLE>
------------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only).
Colby Bartlett, LLC I.D. No. 52-2060425
------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS See Item 3 below.
------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
------------------------------------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER: -0-
SHARES ------------------------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER: -0-
EACH ------------------------------------------------------------------
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER: 76,971
------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: -0-
------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,971
------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.2%*
------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
------------------------------------------------------------------------------------------------------
</TABLE>
* Based on 22,704,076 shares outstanding as of June 15, 2000 plus the
22,432,808 shares issued on June 16, 2000 in connection with the Merger
described in Item 3 below.
<PAGE> 6
CUSIP No. 42221V 10 6 Page 6
<TABLE>
------------------------------------------------------------------------------------------------------
<S> <C>
1. NAME OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only).
The Gloria G. Haft Revocable Inter Vivos Trust
------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS See Item 3 below.
------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Florida
------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER: -0-
------------------------------------------------------------------------------
NUMBER OF
SHARES 8. SHARED VOTING POWER: -0-
BENEFICIALLY ------------------------------------------------------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER: 537,833
REPORTING ------------------------------------------------------------------------------
PERSON WITH
10. SHARED DISPOSITIVE POWER: -0-
------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 537,833
------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.2%*
------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO
------------------------------------------------------------------------------------------------------
</TABLE>
* Based on 22,704,076 shares outstanding as of June 15, 2000 plus the
22,432,808 shares issued on June 16, 2000 in connection with the Merger
described in Item 3 below
<PAGE> 7
CUSIP No. 42221V 10 6 Page 7
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D refers is the
common stock, par value $0.001 per share (the "Common Stock"), of
HealthCentral.com, a Delaware corporation (the "Issuer"). The Issuer's principal
executive offices are located at 6001 Shellmound Street, Suite 800, Emeryville,
California and its telephone number is (510) 250-2500.
Item 2. Identity and Background.
(i) The names of the persons filing this Schedule are Robert Haft
Capital L.L.C. ("RHC"), Robert M. Haft, Mary Z. Haft, Colby Bartlett, LLC ("CB,
LLC") and The Gloria G. Haft Revocable Inter Vivos Trust (the "GG Haft Trust"
and, collectively with RHC, Robert M. Haft, Mary Z. Haft and CB, LLC, the
"Reporting Persons").
(ii) RHC is a Delaware limited liability company. The address of its
principal executive offices is care of Robert M. Haft, Manager, 2924 Telestar
Court, Falls Church, Virginia 22042. The principal business of RHC is holding
and exercising the proxies granted by the other Reporting Persons (each, a
"Stockholder Reporting Person" and, collectively, the "Stockholder Reporting
Persons"), as described in Items 3 and 6 of this Schedule 13D. Robert M. Haft is
the principal owner and the manager of RHC.
(iii) Robert M. Haft's business address is 2924 Telestar Court, Falls
Church, Virginia 22042. Mr. Haft's principal occupation is as the President of
Vitamins.com, Inc., a wholly owned subsidiary of the Issuer that is the survivor
of the Merger described in Item 3 below, and as a director of the Issuer. Mr.
Haft is a U.S. citizen.
(iv) Mary Z. Haft's business address is 2924 Telestar Court, Falls
Church, Virginia 22042. Mary Z. Haft is the wife of Robert M. Haft. Mary Z. Haft
is a U.S. citizen.
(v) CB, LLC is a Delaware limited liability company. The address of
its principal executive offices is care of Robert M. Haft, Manager, 2924
Telestar Court, Falls Church, Virginia 22042. CB, LLC is engaged in the business
of holding various investments. Robert M. Haft is the manager of CB, LLC.
(vi) The GG Haft Trust is a trust formed under the laws of the State of
Florida, the sole trustee of which is Gloria G. Haft (the "Trustee"). The
address of Gloria G. Haft and of the GG Haft Trust is 7661 Wood Duck Drive, Boca
Raton, Florida 33434. Gloria G. Haft is the mother of Robert M. Haft.
(vii) Neither any of the Reporting Persons nor the Trustee has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) within the last five years.
(viii) Neither any of the Reporting Persons nor the Trustee has been a
party to a civil proceeding of the type described in Item 2(e) of Schedule 13D
within the last five years.
<PAGE> 8
CUSIP No. 42221V 10 6 Page 8
Item 3. Source and Amount of Funds or Other Consideration.
On March 15, 2000, the Issuer entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with its newly formed, wholly owned
subsidiary, HCC Acquisition Corp., a Delaware corporation ("HCC Acquisition"),
and Vitamins.com, Inc., a Delaware corporation ("Vitamins"). A copy of the
Merger Agreement was filed on May 11, 2000 by the Issuer with the Securities and
Exchange Commission as Appendix A to the Issuer's Revised Definitive Proxy
Statement on Schedule 14A and is incorporated by reference as Exhibit 1 to this
Proxy Statement. Pursuant to the Merger Agreement, following the satisfaction of
certain conditions set forth therein, HCC Acquisition was to merge with and into
Vitamins (the "Merger"), the stockholders of Vitamins were to receive shares of
Common Stock in accordance with a formula set forth in the Merger Agreement and
Vitamins was to become a wholly owned subsidiary of the Issuer. The conditions
to the merger were satisfied on June 16, 2000, and the Merger was effected on
that date. A total of 22,432,808 shares of Common Stock were issued in
connection with the Merger, of which 2,243,281 shares, representing 10% of the
shares of Common Stock issued (the "Escrowed Shares") were deposited in an
escrow account pursuant to the Merger Agreement. A copy of the escrow agreement
governing the Escrowed Shares (the "Escrow Agreement") is included as Exhibit 2
to this Schedule 13D and the Escrow Agreement is described in Item 6 below. Each
of the Stockholder Reporting Persons is a former stockholder of Vitamins all of
whose shares of Common Stock were received in connection with the Merger.
Item 4. Purpose of Transaction.
As described in Item 3 above, the shares of Common Stock reported in this
Schedule 13D were acquired by the Stockholder Reporting Persons in the Merger of
Vitamins with a wholly owned subsidiary of the Issuer. The Stockholder Reporting
Persons acquired their shares of the Issuer's Common Stock for investment
purposes and do not have any present plans or proposals which relate to or would
result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of such securities;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the board of directors or management of the
Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
<PAGE> 9
CUSIP No. 42221V 10 6 Page 9
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto, or other actions which may impede
the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Persons intend to continue
to review and evaluate their investment in the Issuer on the basis of various
factors, including the Issuer's business, results of operations, financial
condition and future prospects, conditions in the securities markets, general
economic and industry conditions and individual tax and other portfolio
considerations. Based upon such review the Reporting Persons will take such
action as they deem appropriate in light of the circumstances existing from time
to time. In this connection, the Reporting Persons may, subject to such factors
as they deem relevant, purchase or otherwise acquire additional shares of Common
Stock from time to time in the open market or in privately negotiated
transactions or otherwise; or sell or otherwise dispose of such shares
beneficially owned, whether now or in the future, from time to time in the open
market, in privately negotiated transactions to one or more purchasers, or
otherwise. In addition, in connection with the Merger, Robert M. Haft became the
President of the wholly owned subsidiary that is the survivor of the Merger
described in Item 3 above and a director of the Issuer. As such, Mr. Haft may
participate, from time to time, in the consideration of possible actions or
transactions involving the Issuer, some of which may, in whole or in part,
relate to or result in one or more of the actions enumerated above. Finally,
based upon their continuing review and evaluation of their investment in the
Common Stock, the Reporting Persons may, in the future, elect to take actions
which may have the purpose of influencing and controlling the direction of the
management and policies of the Issuer.
Item 5. Interest in Securities of the Issuer.
(a)-(b) RHC may be deemed to be the beneficial owner of all of the
7,126,963 shares of Common Stock owned collectively by the Stockholder Reporting
Persons, representing approximately 15.8% of the outstanding shares of Common
Stock (computed on the basis of 22,704,076 shares of Common Stock reported
outstanding on June 15, 2000 plus the 22,432,808 shares issued in connection
with the Merger described in Item 3 above) (the "Outstanding
<PAGE> 10
CUSIP No. 42221V 10 6 Page 10
Common Stock"). RHC has sole voting control over all 7,126,963 shares of the
Common Stock pursuant to the grant of revocable proxies to RHC by each of the
Stockholder Reporting Persons. (See Item 6 below). RHC disclaims beneficial
ownership of all of the Common Stock subject to such revocable proxies. RHC has
no power to control the disposition of any of such shares.
By virtue of his position as the manager of RHC, Robert M. Haft may be
deemed to be the beneficial owner of all of the 7,126,963 shares of the
Issuer's Common Stock owned collectively by the Stockholder Reporting Persons,
representing approximately 15.8% of the Issuer's Outstanding Common Stock. Mr.
Haft, as the manager of RHC, has sole voting control over all 7,126,963 shares
of the Common Stock pursuant to the grant of revocable proxies to RHC by each
of the Stockholder Reporting Persons. (See Item 6 below). Mr. Haft disclaims
beneficial ownership of the 669,646 shares of Common Stock covered by revocable
proxies granted by Mary Z. Haft and the GG Haft Trust. Mr. Haft has sole power
to control the disposition of 6,457,317 shares of Common Stock, representing
14.3% of the Outstanding Common Stock (consisting of 6,380,346 shares (14.1%)
owned directly by Mr. Haft and 76,971 shares (0.2%) owned by CB, LLC). Mr.
Haft, individually and as the manager of CB, LLC, has no voting control over
these shares, due to the grant of a proxy by him and that of CB, LLC to RHC.
(See Item 6 below). However, were he and/or CB, LLC to revoke his or its proxy
he and/or CB,LLC would have sole voting control of such shares.
Mary Z. Haft may be deemed to be the beneficial owner of 131,813 shares
of Common Stock, representing approximately 0.3% of the Outstanding Common
Stock, and all of the shares of Common Stock owned by her. Mary Z. Haft has sole
power to control the disposition of all of these 131,813 shares. Mary Z. Haft
has no voting control over these shares, due to the grant of a proxy by her to
RHC. (See Item 6 below). However, were she to revoke the proxy, she would have
sole voting control of such shares. Mary Z. Haft disclaims beneficial ownership
of any Common Stock owned by any other person.
CB, LLC may be deemed to be the beneficial owner of 76,971 shares of
Common Stock, representing approximately 0.20% of the Outstanding Common Stock,
and all of the shares of Common Stock owned by it. CB, LLC has sole power to
control the disposition of all of these 76,971 shares. CB, LLC has no voting
control over these shares, due to the grant of a proxy by it to RHC. (See Item 6
below). However, were CB, LLC to revoke the proxy, it would have sole voting
control of such shares. CB, LLC disclaims beneficial ownership of any Common
Stock owned by any other person.
The GG Haft Trust may be deemed to be the beneficial owner of 537,833
shares of Common Stock, representing approximately 1.19% of the Outstanding
Common Stock, and all of the shares of Common Stock held by it. The GG Haft
Trust has sole power to control the disposition of all of these 537,833 shares.
The GG Haft Trust has no voting control over these shares, due to the grant of a
proxy by it to RHC. (See Item 6 below). However, were the GG Haft Trust to
revoke the proxy, it would have sole voting control of such shares. The GG
Trust disclaims beneficial ownership of any Common Stock owned by any other
person.
(c) Except as described in Item 3 above, none of the Reporting Persons
has effected any transactions in the Common Stock during the last sixty days.
(d) Not applicable.
(e) Not applicable.
<PAGE> 11
CUSIP No. 42221V 10 6 Page 11
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Each of the Stockholder Reporting Persons has entered into a Proxy
Agreement dated as of June 19, 2000 (the "Proxy Agreement") with RHC pursuant to
which each such Stockholder Reporting Person has granted to RHC a proxy to vote
all of the shares of Common Stock owned by such Stockholder Reporting Person.
The Proxy Agreement will terminate, as to each Stockholder Reporting Person, on
the earlier of (i) June 19, 2002 or (ii) five days after written notice of
termination by such Stockholder Reporting Person to RHC and the Issuer. Each
Stockholder Reporting Person retains the right to transfer, sell, exchange,
pledge or encumber his, her or its shares of Common Stock without restriction. A
copy of the Proxy Agreement is included as Exhibit 3 to this Schedule 13D.
Among other things, the Merger Agreement provides for the registration of
the Common Stock issued in the Merger, including the shares issued to the
Stockholder Reporting Persons. Within 210 days after of the effective time of
the Merger, but in no event earlier than December 7, 2000, the Issuer is
obligated to prepare and file a registration statement on Form S-3 or Form S-1
to effect the registration of the shares of Common Stock received by the holders
of Vitamins capital stock in the Merger and use its reasonable best efforts to
keep the registration statement continuously effective for two years following
the date it is declared effective by the Securities and Exchange Commission. In
addition, if the Issuer files a registration statement relating to any of its
securities at any time after 180 days from the effective time of the Merger and
prior to the third anniversary date thereof, then the holders of Common Stock
issued in the Merger have the right to include their shares in such
registration. All expenses pursuant to such registration, other than
underwriting discounts and commissions, will be borne by the Issuer. The Merger
Agreement also contains certain cross-indemnification provisions in connection
with any such registration statement.
In addition, the Merger Agreement provides that, at the effective time of
the Merger, the Merger Shares, representing 10% of the shares of Common Stock
issued in the Merger, are to be delivered, in escrow, to U.S. Bank National
Trust Association as escrow agent (the "Escrow Holder") for the purpose of
securing the indemnification obligations of the former stockholders of Vitamins
under the Merger Agreement. A total of 2,243,281 shares of Common Stock,
including 712,696 shares attributable to the Stockholder Reporting Persons,
were delivered in connection with the Merger. This escrow arrangement is
governed by the Escrow Agreement, a copy of which is included as Exhibit 2 to
this Schedule 13D. Robert M. Haft is designated the Stockholder Representative
pursuant to the Merger Agreement and, pursuant to the Merger Agreement and the
Escrow Agreement, has the authority to act for all of the former Vitamins
stockholders, including the Stockholder Reporting Persons, in connection with
matters arising under the Escrow Agreement. Such authority includes the
authority to settle claims with the Issuer relating to the former Vitamins
stockholders' indemnification obligations (which may have the effect of
affecting the number of Escrow Shares, if any, transferred to the Issuer in
connection with the indemnification provisions of the Merger Agreement and
pursuant to the Escrow Agreement). Mr. Haft, as the Stockholder Representative,
has no voting control over any of the Escrowed Shares that are not owned by the
Stockholder Reporting Persons and, except as described above, has no power to
control the disposition of any such Escrowed Shares.
<PAGE> 12
CUSIP No. 42221V 10 6 Page 12
Except as set forth above or elsewhere in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 or between such persons and any other person with respect to any
securities of the Issuer, including but not limited to the transfer of voting of
any securities, finder's fees, joint ventures, loan or option agreements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Reorganization and Merger dated as
of March 15, 2000 among HealthCentral.com, HHC
Acquisition Corp. and Vitamins.com, Inc. (incorporated
by reference from the Issuer's Revised Definitive Proxy
Statement on Schedule 14A filed May 11, 2000)
Exhibit 2: Escrow Agreement dated as of March 15, 2000 by and
among HealthCentral.com, Robert M. Haft and U.S. Bank
Trust National Association
Exhibit 3: Proxy Agreement dated as of June 19, 2000 between
Robert Haft Capital L.L.C. and each of Robert M. Haft,
Mary Z. Haft, Colby Bartlett, LLC and The Gloria G.
Haft Revocable Inter Vivos Trust
Exhibit 4: Joint Filing Agreement dated as of June 19, 2000 among
Robert Haft Capital L.L.C., Robert M. Haft, Mary Z.
Haft, Colby Bartlett, LLC and The Gloria G. Haft
Revocable Inter Vivos Trust
<PAGE> 13
CUSIP No. 42221V 10 6 Page 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 19, 2000 ROBERT HAFT CAPITAL L.L.C.
By:
----------------------------
Robert M. Haft, Manager
-------------------------------
Robert M. Haft
-------------------------------
Mary Z. Haft
-------------------------------
COLBY BARTLETT, LLC
By:
----------------------------
Robert M. Haft, Manager
THE GLORIA G. HAFT REVOCABLE
INTER VIVOS TRUST
By:
----------------------------
Gloria G. Haft, Trustee
