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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): March 15, 2000
HEALTHCENTRAL.COM
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(Exact name of registrant as specified in its charter)
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Delaware 000-27567 94-3250851
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State of Incorporation Commission File No. IRS Employer ID Number
HealthCentral.com
6001 Shellmound Street, Suite 800
Emeryville, CA 94608
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Address, including zip code, of registrant's principal executive office
(510) 250-2500
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Registrant's telephone number, including area code
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ITEM 5. OTHER EVENTS
On March 16, 2000, HealthCentral.com (the "Company") announced that it had
entered into an Agreement and Plan of Reorganization and Merger, dated as of
March 15, 2000 (the "Merger Agreement"), by and among Vitamins.com, Inc.
("Vitamins.com"), HCC Acquisition Corp. ("Merger Sub") and the Company. Under
the terms of the Merger Agreement, Merger Sub will merge with and into
Vitamins.com, and Vitamins.com will become a wholly owned subsidiary of the
Company (the "Merger").
Under the terms of the Merger Agreement, the Company will issue
approximately $103,500,000 of common stock in exchange for all of the capital
stock of Vitamins.com. The Merger is subject to various conditions set forth in
the Merger Agreement, including the adoption of the Merger Agreement by the
shareholders of the Company.
On March 16, 2000, the Company and Vitamins.com gave a presentation to
analysts regarding the Merger. A copy of the analyst presentation materials 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
Merger and the pro forma financial impact of the Merger. 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, a failure to integrate the Vitamins.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 their S-1 registration statement and
their Annual Report on Form 10-K.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits.
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EXHIBIT DESCRIPTION
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99.1 Analyst presentation materials dated March 16, 2000,
regarding the Merger.
Pursuant to the Requirements of the Securities Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HealthCentral.com
By: /s/ C. Fred Toney
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Name: C. Fred Toney
Title: Executive Vice President
and Chief Financial Officer
2
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Exhibit 99.1
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HealthCentral.com to
Acquire Vitamins.com
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[HealthCentral Logo Appears Here]
[Vitamins.com Logo Appears Here]
Positioning HealthCentral.com as the leader in
health e-commerce and comprehensive content
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Press Release: HeathCentral.com
to Acquire Vitamins.com
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. Creates large health e-commerce and comprehensive content
company
. First consumer super health portal
. Combined revenues triple vs. HealthCentral.com standalone
. Significant synergies and cost savings
. HealthCentral.com no additional cash burn
. Accelerates path to profitability
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
HealthCentral.com Overview
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Strategic Goal:
to become the world's leading
Healthcare
e-Commerce
and
Content
Company
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
HealthCentral.com Overview
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Tactics:
Utilize low cost branding and traffic drivers
Deliver highly effective ways to monetize visitors
Directly through
HealthCentral Network of sites,
Institutional clients (e-commerce and content)
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
What Makes Us Unique
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[Logo of Vitamins.com Appears Here]
[Photo Appears Here]
[Flow Chart of HealthCentral Appears Here]
[Logo of Bergen Brunswig Corporation Appears Here]
Integrating e-commerce with comprehensive healthcare content
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Vitamins.com Overview
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. 1999 net revenues of $16.9 mm, proforma $30.5 mm
. Clicks and Bricks: Vitamins.com URL is widely trafficked
. A leader in e-commerce sales of vitamins, minerals, supplements
. Integrated e-commerce: Internet, mail-order and retail stores
(annual mail order circulation = 7 mm)
. Excellent customer service
. Strong fulfillment center capabilities - 60,000 sq. ft.
. Online consumer content
. 7,000 SKUs
. 260 employees
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Vitamins.com Overview
================================================================================
. 10 retail stores (includes 4 demonstration)
. 200,000 new Internet customers in past 6 months and growing
significantly
. $25 avg. purchase - Internet
. Recent look to buy ratio: 9%
. $75 avg. purchase - Mail Order
. High gross margins with direct fulfillment
. Highly experienced management: Robert Haft
. Becomes President of Vitamins.com subsidiary, board member
. Turnaround Chairman of Phar-Mor
. Founder - Crown Books
. Opened more than 600 retail stores throughout career
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Creates Category Killer
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. Vitamins.com will be combined with HealthCentralRx.com creating
online drug superstore
. Mail order customers converting to Internet
. HealthCentral.com will offer a total of 31,000 SKUs
- 5,000 SKUs for prescription drugs
- 26,000 SKUs for OTC, HBA, VMS
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Market Overview:
Vitamins/Supplements/Minerals
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. $8.9 billion in 1998
. $16.6 billion in 2003
. Growth Drivers:
. Aging US population
. Increased cost & consumption of pharmaceuticals
. Rising popularity of alternative medicines and
therapies
. In 1998, 56% of U.S. adults took vitamins;
43% in 1993; expected to be 78% in 2000
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Market Overview:
Vitamins/Supplements/Minerals
================================================================================
. "Shift from off-line to online to be even greater
for nutraceuticals than for Rx or OTC." - Jupiter
Communications (11/99)
- Heavy repeat purchasing
- Lack of selection in traditional brick & mortar
only models
- No institutional barriers
. Insurance, PBMs, Rx receipt & verification,
state regulatory requirements
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Deal Points
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. March 16, 2000 - announce signing of definitive agreement
. Shareholder vote expected - June 2000
. Expands revenues by more than 200%
. Increases HealthCentralRx.com's current Internet customer base by
200,000
. Vitamins.com's combined Internet, retail stores and mail order
businesses provide "clicks and bricks"
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Deal Points
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. Valuation of $103.5 million
. All common stock
. Expected to be a pooling of interests
. Shares based on avg. closing price 10 days prior to close
. At current HealthCentral.com valuation:
- equates to 14.5mm shares or 36% of combined
- cap on newly issued shares at 22.5 mm
- no downside limit on number of shares
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Deal Points
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. Voting agreements in place:
- 60% of Vitamins.com shareholders
- 40% of HealthCentral.com shareholders
. Board of Directors remains nine members
. Vitamins.com to hold two board seats
- Robert Haft, President, Vitamins.com
- Sage Givens, Acacia Venture Partners
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[LOGO OF HEALTHCENTRAL] [LOGO OF VITAMINS.COM]
Competitive Landscape
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Company 1999 Revenues
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Vitamins.com $31 mm private
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Drugstore.com $35 mm Nasdaq:DSCM
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VitaminShoppe.com $14 mm Nasdaq:VSHP
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PlanetRx.com $9 mm Nasdaq:PLRX
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MotherNature.com $6 mm Nasdaq:MTHR
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more.com $3 mm in registration
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<PAGE>
----------------------
HealthCentral.com to
Acquire Vitamins.com
----------------------
[HealthCentral Logo Appears Here]
[Vitamins.com Logo Appears Here]
Positioning HealthCentral.com as the leader in
health e-commerce and comprehensive content
