SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NEOFORMA.COM, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
640475 10 7
(CUSIP NUMBER)
Marcea B. Lloyd
Senior Vice President and General Counsel
VHA Inc.
220 East Las Colinas Boulevard
Irving, Texas 75039-5500
(972) 830-0000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
COPY TO:
Nancy Lieberman
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000
July 26, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d(f) or 13d-1(g), check
the following box |_| .
(Page 1 of 10 Pages)
CUSIP NO. 640475 10 7 13D PAGE 2 OF 10 PAGES
--------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VHA INC. (IRS Employer Identification Number 38-2182248)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
NOT APPLICABLE (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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 46,267,530
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 46,267,530
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,267,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36% (BASED ON 127,065,473 SHARES OF COMMON STOCK OUTSTANDING AS OF
AUGUST 4, 2000)
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, par value $0.001 per share (the "Common Stock"), of
Neoforma.com, Inc., a Delaware corporation ("Neoforma"). The address of the
principal executive offices of Neoforma is 3061 Zanker Road, San Jose,
California 95134.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is hereby filed by VHA Inc., a Delaware corporation
("VHA"). The principal business address of VHA is 220 East Las Colinas
Boulevard, Irving, Texas 75039-5500. VHA's principal business is to provide
products, programs and services to its members, a nationwide network of
more than 1,900 community-owned hospitals and healthcare providers,
including contracts on regional and national products and services in areas
such as clinical effectiveness, information technology, learning networks
and education, market-share development, performance improvement and
supply-chain management.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of VHA
(the "Covered Persons") is set forth on Schedule A hereto and is
incorporated herein by reference.
During the past five years, neither VHA nor, to the knowledge of VHA,
any of the Covered Persons: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibit
ing or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As consideration for VHA entering into the Outsourcing Agreement (as
defined in Item 4) with Neoforma, Neoforma issued Common Stock and a
warrant to acquire Common Stock (the "Warrant") to VHA (all as further
described below in this paragraph and in Item 4) pursuant to the Amended
and Restated Common Stock and Warrant Agreement, dated as of March 30,
2000, by and between Neoforma and VHA, as amended and restated on May 24,
2000 (the "Common Stock and Warrant Agreement"). The Common Stock and
Warrant Agreement was approved by the Neoforma shareholders at their annual
meeting on July 26, 2000 and the transactions contemplated therein were
consummated on July 26, 2000 (the "Closing"). At the Closing, and pursuant
to the Common Stock and Warrant Agreement, Neoforma issued to VHA
46,267,530 shares of Common Stock, representing approximately 36% of the
shares outstanding, a portion of which are subject to forfeiture as
described in Item 4, and a Warrant which provides for the acquisition of
30,845,020 shares of Common Stock. The Warrant has an exercise price per
share of $0.01 and is subject to vesting as described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of this transaction is to establish a long-term, global
relationship with Neoforma in order to achieve increased efficiency and
cost savings through Internet-based technology. VHA has acquired all
shares of Common Stock reported in this Schedule 13D for investment
purposes as part of the transactions described below. VHA has no present
intention to seek control of Neoforma.
On May 24, 2000, Neoforma, VHA, University HealthSystem Consortium,
an Illinois corporation ("UHC"), Novation, LLC, a Delaware limited
liability company and approximately 80% owned subsidiary of VHA
("Novation"), and Healthcare Purchasing Partners International LLC, a
Delaware limited liability company and approximately 75% owned subsidiary
of VHA ("HPPI"), entered into an Amended and Restated Outsourcing and
Operating Agreement (the "Outsourcing Agreement") pursuant to which
Neoforma agreed to develop and manage an e-commerce web site to facilitate
the sale, rental or lease of new and used medical products, equipment,
supplies, services, information and other content for the benefit of the
members and patrons of VHA, UHC and HPPI, and other unaffiliated
organizations (the "Exchange"). Additionally, under the Outsourcing
Agreement: (i) Novation will serve as the contracting agent for Neoforma by
recruiting, contracting with and managing relationships with healthcare
equipment manufacturers and service suppliers on Neoforma's behalf, (ii)
VHA will provide marketing support for the Exchange among its members and
patrons and (iii) VHA will not develop or promote to its members or patrons
any other Internet-based exchange for the acquisition or disposal of
medical products, supplies, equipment or services by healthcare providers
anywhere in the world.
To compensate VHA for its obligations under the Outsourcing
Agreement, Neoforma and VHA entered into the Common Stock and Warrant
Agreement. At the Closing, Neoforma issued to VHA 46,267,530 shares of
Common Stock, representing 36% of Neoforma's shares outstanding, and a
Warrant to acquire 30,845,020 additional shares of Common Stock, subject to
vesting requirements. On each of April 1, 2001, 2002, 2003 and 2004,
respectively, VHA shall forfeit and return to Neoforma, without payment of
any consideration by Neoforma to VHA, 16.75% of the aggregate number of
shares of Common Stock issued to VHA if both: (i) for the prior one-year
period ending on each of January 31, 2001, 2002, 2003 and 2004,
respectively, the cumulative number of healthcare organizations that are
members or patrons of VHA that have signed up for Neoforma's services and
did not terminate their contracts with them is lower than the target number
specified for that year and (ii) the cumulative aggregate dollar volume of
historical purchases of products by such healthcare organizations, as of
January 31, 2001, 2002, 2003 and 2004, respectively, is less than the
specified purchasing volume target for that year. The remaining 33% of the
shares of Common Stock issued to VHA are not subject to forfeiture.
The Warrant to purchase 30,845,020 shares of Common Stock has an
exercise price of $0.01 per share, subject to adjustment, and a term of ten
years. The shares issuable under the Warrant are divided into two groups,
Tranche A and Tranche B, each of which have a specified cumulative
purchasing volume dollar target (the "Tranche A Purchasing Target" and the
"Tranche B Purchasing Target," respectively) for each of June 30, 2001,
2002, 2003 and 2004 (collectively, the "Purchasing Targets"). These Purchas
ing Targets increase each year. Twenty-five percent of the Tranche A and
Tranche B shares shall become exercisable upon each of June 30, 2001, 2002,
2003 and 2004, respectively, if the Purchasing Targets specified for that
date have been met. If the specified Tranche A Purchasing Target is not
met, a pro rata number of Tranche A shares will vest based upon the portion
of the Tranche A Purchasing Target met, and the shortfall amount will vest
only if the following year's Tranche A Purchasing Target is met in its
entirety. If the specified Tranche B Purchasing Target is not met, a pro
rata number of shares will vest based upon the amount by which the Tranche
A Purchasing Target for such date is exceeded, and the Tranche B shortfall
amount will vest only if the following year's Tranche B Purchasing Target
is met. No Tranche B shares may vest if the Tranche A Purchasing Target
specified for that year has not been exceeded. In certain circum stances,
upon a change in control of Neoforma, the Warrant will become immediately
exercisable.
VHA intends to distribute shares of Common Stock (including shares
obtained after exercise of the Warrant) to its shareholders, members and
patrons in the future. The amount of such distributions will be based upon,
among other factors, the volume of purchases by such shareholders, members
and patrons on the Exchange.
Under the Common Stock and Warrant Agreement, VHA has the right to
appoint two persons to Neoforma's board of directors. This right shall
continue for as long as VHA beneficially owns 20% or more of Neoforma's
Common Stock on a fully converted basis. VHA may appoint one person to
Neoforma's board of directors for as long as it beneficially owns 10% or
more of Neoforma's Common Stock on a fully converted basis. If Neoforma's
board of directors subsequently establishes an executive committee or
similar committee, VHA has the right to designate one member of this
committee.
Except as noted above, VHA currently has no present plans or
proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of Neoforma, or the disposition of
securities of Neoforma; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving Neoforma or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of
Neoforma or any of its subsidiaries; (d) any change in the present board of
directors or management of Neoforma, 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 capital ization or
dividend policy of Neoforma; (f) any other material change in Neoforma's
business or corporate structure; (g) changes in Neoforma's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of Neoforma by any person; (h) causing a class of
securities of Neoforma 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 Neoforma becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumer ated above in (a) - (i).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The information required by these sections of Item 5 is set
forth in numbers 7-11 and number 13 of the cover page to this Schedule 13D
and is incorporated herein by reference.
Except as set forth in Schedule A hereto, none of the Covered Persons
directly owns any of the shares of Common Stock reported on this Schedule
13D. However, by reason of their status as directors and/or executive
officers of VHA, the Covered Persons may be deemed to be the beneficial
owners of the shares of the Common Stock owned directly or beneficially by
VHA. VHA has been advised that each of the Covered Persons disclaims
beneficial ownership of the shares of the Common Stock from time to time
owned directly or beneficially by VHA.
(c) Except as set forth herein, neither VHA nor any of the Covered
Persons have effected any transaction in shares of Common Stock during the
past 60 days.
(d) No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
securities of Neoforma reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Under the Common Stock and Warrant Agreement, from and after the date
of the Closing through the fifth anniversary of the Closing and for as long
after this period as VHA beneficially owns more than 35% of the then
outstanding shares of Common Stock, VHA: (i) will vote all shares of Common
Stock it holds in excess of 19.9% in proportion to the votes cast by all of
the other Neoforma shareholders, except for votes concerning a
change of control of Neoforma, the election of VHA's nominee or nominees to
Neoforma's board of directors (as described in Item 4) or an amendment to
Neoforma's certificate of incorporation that would adversely affect VHA in
a manner different from its effect on other shareholders and (ii) will not,
without the consent of Neoforma, acquire Neoforma securities that, together
with those held by VHA and its affiliates, will exceed 24% of Neoforma's
Common Stock, other than upon the exercise of the Warrant. VHA may not sell
or transfer its shares of Common Stock to another person, if after such
sale or transfer, this person would own 15% or more of Neoforma's
outstanding Common Stock, unless the transferee agrees in writing to be
bound to the same voting and acquisi tion restrictions that VHA is subject
to, except that, for transferees, the 19.9% voting limitation and the 24%
transfer limitation will each be adjusted to 15%.
Under the Amended and Restated Registration Rights Agreement, dated
June 30, 2000, by and between Neoforma, VHA, UHC and certain other Neoforma
shareholders (the "Registration Rights Agreement"), VHA and UHC may, as of
January 24, 2001, demand Neoforma to file up to three registration
statements on Form S-1, subject to certain limitations, to register the
sale of an amount of shares of Common Stock having a then current market
value of at least $30 million. VHA also acquired piggyback rights, subject
to limitation, permitting them to include their shares of Common Stock in a
registration statement filed by Neoforma. If Neoforma should become
eligible to use Form S-3, VHA will have the right to demand that Neoforma
file a registration statement on Form S-3 to register the sale of an amount
of shares of Common Stock having an aggregate price of at least $1 million.
Neoforma may not be required to file a registration statement for VHA on
Form S-3 more than twice in any 12-month period.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
References to and descriptions of the Common Stock and Warrant
Agreement, the Warrant and the Registration Rights Agreement as set forth
herein are qualified in their entirety by reference to the copies of the
Common Stock and Warrant Agreement, the Warrant and the Registration Rights
Agreement attached hereto in Exhibits 2.1, 4.1 and 4.2, respectively, and
are incorporated herein in their entirety where such references and
descriptions appear.
Exhibit 2.1 Amended and Restated VHA Common Stock and Warrant Agreement,
dated as of March 30, 2000, by and between Neoforma.com,
Inc. and VHA Inc., as amended and restated on May 24, 2000
Exhibit 4.1 Warrant, dated July 26, 2000
Exhibit 4.2 Amended and Restated Registration Rights Agreement, dated
June 30, 2000, by and between Neoforma.com, Inc., VHA Inc.,
and other investors of Neoforma.com, Inc.
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.
August 7, 2000
VHA INC.
By: /s/ Marcea B. Lloyd
---------------------------
Marcea B. Lloyd
Senior Vice President and
General Counsel
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF VHA INC.
The name and principal occupation of each of the executive officers
and directors of VHA Inc. are listed below. Except as set forth below, (i)
the principal business address of each of the directors and executive
officers of VHA Inc. is 220 East Las Colinas Boulevard, Irving, Texas
75039-5500, (ii) the country of citizenship of each of the directors and
executive officers of VHA Inc. is the United States and (iii) each of the
directors and executive officers of VHA Inc. directly owns zero shares of
the common stock of Neoforma.com, Inc.
<TABLE>
<CAPTION>
BUSINESS ADDRESS / CITIZENSHIP
/ # OF SHARES OF NEOFORMA
NAME PRINCIPAL OCCUPATION COMMON STOCK OWNED
------------------------------------------------------------------------------------------------------
<S> <C> <C>
DIRECTORS
C.H. Beck, Jr., M.D. Sr. Vice President, ScrippsHealth 4275 Campus Point Ct.
San Diego, CA 92121
David Bernd President/CEO, Sentara Health System, 6015 Poplar Hall Dr.
Norfolk, VA 93502
5000 shares owned (4000 pur
chased on 7/28/00)
Patrick G. Hays, FACHE President, Senior Consultant 105B West Delaware Place
Chicago, IL 60610
Van R. Johnson President & CEO, Sutter Health One Capital Mall
Sacramento, CA 95814
Sallye A. Liner, R.N. EVP/COO, Forsyth Medical Center 3333 Silas Creek Pkwy
Winston-Salem, NC 27103
John C. McMeekin President/CEO, Crozer-Keystone Health 100 W. Sproul Rd.
Springfield, PA 19064
Terri L. Potter President/CEO, Meriter Health System 202 S. Park Street
Madison, WI 53715
Thomas M. Priselac President/CEO, Cedars-Sinai Health 8700 Beverly Blvd.
Los Angeles, CA 90048
Ron R. Rees President/CEO, Halifax-Fish Community 1041 Dunlawton Avenue
Health Port Orange, FL 32119
90 shares owned
Marilyn M. Rymer, M.D. Office Research Admin., St. Luke's Hospital 4401 Wornall Rd.
Kansas City, Inc. Kansas City, MO 64111
C. Thomas Smith President/CEO, VHA Inc.
James W. Varnum President, Dartmouth-Hitchcock Alliance One Medical Center Drive
Lebanon, NH 03756
Anthony E. Watkins, M.D.President, Washington Hospital Center 110 Irving Street NW
Washington, DC 20010
Dan S. Wilford President/CEO, Memorial Hermann Health 7737 Southwest Frwy.
System Houston, TX 77074
Joseph A. Zaccagnino President/CEO, Yale-New Haven Health 20 York Street
System New Haven, CT 06504
EXECUTIVE OFFICERS
Kim Alleman Senior Vice President
Stuart B. Baker, M.D. Executive Vice President
Daniel P. Bourque Group Senior Vice President 1200 New Hampshire Ave., NW
Washington, DC 20036
J. Donald Caccia Group Senior Vice President 200 Berwyn Park
Berwyn, PA 19312
Stacy Cinatl Senior Vice President
John J. Collins, Jr., M.D. Senior Vice President
Mike Cummins Senior Vice President
Michael J. Daly Group Senior Vice President, VHA East 200s Berwyn Park
LLC Berwyn, PA 19312
K. Jeffery Hayes Senior Vice President/Business Operations
Marcea Bland Lloyd Senior Vice President/General Counsel
Donald McCall Group Senior VP, Business Operations
Mark McKenna President, Novation, LLC 125 E. John Carpenter Frwy.
Irving, TX 75062
Curt Nonomaque Executive VP/Chief Financial Officer
Andrea Overman Senior VP/Marketing and Communications
Marlowe Senske Executive Vice President
C. Thomas Smith President & CEO
</TABLE>
