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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): OCTOBER 18, 2000
NEOFORMA.COM, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
<TABLE>
<CAPTION>
000-28715 77-0424252
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<S> <C>
(Commission (IRS Employer
File Number) Identification No.)
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3061 ZANKER ROAD, SAN JOSE, CALIFORNIA 95134
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(Address of principal executive offices) (Zip Code)
(408) 468-4000
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5: OTHER EVENTS.
On October 18, 2000, Neoforma.com, Inc. ("Neoforma.com") entered into an
Amendment (the "Amendment") to its Amended and Restated Common Stock and Warrant
Agreement, dated May 24, 2000, with VHA, Inc. ("VHA"). The Amendment provides
for the cancellation of a performance warrant previously issued to VHA to
purchase up to 30,845,020 shares of Neoforma.com common stock upon the
achievement of specified vesting targets based upon the purchasing volume of
VHA-member healthcare organizations that agree to use Neoforma.com's internet
marketplace. In substitution for the cancelled warrant, Neoforma.com will issue
to VHA 30,845,020 shares of restricted Neoforma.com common stock, which shares
will be subject to forfeiture by VHA to Neoforma.com if the same substantive
performance targets that were contained in the warrant are not met. The shares
of restricted common stock will not be included in the calculation of
Neoforma.com's shares outstanding for purposes of earnings per share
calculations until such shares vest and are no longer subject to forfeiture. The
substitution of the restricted common stock for the warrant is intended to
provide VHA with greater flexibility to use Neoforma.com stock to provide
incentives to VHA's member healthcare organizations to adopt and utilize
Neoforma.com's internet marketplace while maintaining the substantive vesting
requirements contained in the warrant.
Under the Amendment, VHA's agreement to vote its shares of Neoforma.com
stock in excess of 19.9% of Neoforma.com's shares outstanding in the same
proportion as the votes cast by all other stockholders, subject to certain
exceptions, will continue and will also cover the shares of restricted common
stock issued in substitution for the warrant.
In addition, Neoforma.com and VHA agreed to extend from four to five
years the vesting period during which certain of the 46 million shares of
Neoforma.com common stock issued to VHA in July 2000 are subject to forfeiture
by VHA to Neoforma.com if specified annual performance targets based upon the
number of VHA-member healthcare organizations agreeing to use the Neoforma.com
marketplace and the cumulative purchasing volume of such organizations are not
met or exceeded in such years.
A copy of the Amendment to the Amended and Restated Common Stock and
Warrant Agreement is filed as Exhibit 99.1 to this report and is incorporated
into this report by reference. In connection with the execution of the
Amendment, on October 19, 2000, Neoforma.com issued a press release, a copy of
which is filed as Exhibit 99.2 to this report and is incorporated into this
report by reference.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Amendment to Amended and Restated Common Stock and
Warrant Agreement, dated October 18, 2000, between
Neoforma.com, Inc. and VHA Inc.
99.2 Press Release dated October 19, 2000 issued by
Neoforma.com, Inc.
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SIGNATURE
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
undersigned hereunto duly authorized.
Date: October 19, 2000 NEOFORMA.COM, INC.
By: /s/ Frederick Ruegsegger
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Frederick Ruegsegger
Chief Financial Officer
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EXHIBIT INDEX
99.1 Amendment to the Amended and Restated Common Stock and Warrant
Agreement, dated October 18, 2000, between Neoforma.com, Inc.
and VHA Inc.
99.2 Press Release, dated October 19, 2000, issued by Neoforma.com,
Inc.
