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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): September 14, 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)
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ITEM 2. ACQUISITION OF ASSETS
On September 14, 2000, HealthCentral.com (the "Company") completed the
acquisition of the assets of DrugEmporium.com, Inc. ("DrugEmporium"). The
Company entered into an Asset Purchase Agreement, dated as of July 24, 2000, as
amended on September 11, 2000 (the "Asset Agreement"), by and among the Company,
HCC Subsidiary Corp. ("Acquisition Sub"), Drug Emporium, Inc. ("DE") and
DrugEmporium. Under the terms of the Asset Agreement, Acquisition Sub acquired
substantially all of the assets and assumed certain of the liabilities of
DrugEmporium in exchange for 480,000 shares of non-voting Series A Preferred
Stock of the Company (the "Acquisition").
The assets acquired by the Company include the DrugEmporium.com website and
all related software and hardware, a leased 60,000 square foot distribution and
fulfillment center in Louisville, Kentucky, inventory and office equipment. The
Company intends to continue to use the Louisville, Kentucky property as a
distribution and fulfillment center. The 480,000 shares of non-voting Series A
Preferred Stock received by DrugEmporium are convertible into 2,400,000 shares
of Company common stock.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Financial Statements of the Business Acquired
It is impractical to provide the required financial statements for
DrugEmporium.com, Inc. at the date of filing this Form 8-K. The required
financial statements will be provided as soon as practicable but not later than
sixty days after the date this Form 8-K was due to be filed.
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial information
for DrugEmporium.com, Inc. at the date of filing 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 this Form 8-K was due to be filed.
(c) Exhibits.
EXHIBIT DESCRIPTION
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2.1 Asset Purchase Agreement dated July 24, 2000 by and among
HealthCentral.com, HCC Subsidiary Corp., DrugEmporium.com, Inc.
and Drug Emporium, Inc.
2.2 Amendment to Asset Purchase Agreement dated September 11, 2000 by
and among HealthCentral.com, HCC Subsidiary Corp.,
DrugEmporium.com, Inc. and Drug Emporium, Inc.
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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: September 28, 2000 HealthCentral.com
/s/ C. Fred Toney
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C. Fred Toney
Chief Financial Officer
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