<PAGE> 1
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):
APRIL 28, 2000
NEOFORMA.COM, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 000-28715 77-0424252
- --------------- ---------------- ----------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
</TABLE>
3255-7 Scott Boulevard, Santa Clara, CA 95054
(Address of principal executive offices)
Registrant's telephone number, including area code:
(408) 654-5700
<PAGE> 2
Item 2. Acquisition of Assets
On April 28, 2000, the Registrant acquired EquipMD, Inc. ("EquipMD"),
pursuant to an Agreement and Plan of Merger, dated as of March 24, 2000 (the
"Agreement"). Under the terms of the Agreement, EquipMD's shareholders received
an aggregate of 4,374,066 shares of the Registrant's Common Stock, and EquipMD's
optionholders received the right to purchase 1,075,502 shares of the
Registrant's Common Stock pursuant to the EquipMD options that were assumed. The
consideration given was determined by arms'-length negotiations between the
parties. Prior to execution of the Agreement, there was no material relationship
between EquipMD and the Registrant or any of its affiliates, any director or
officer of the Registrant, or any or any associate of any such director or
officer.
A copy of the press release announcing the closing of the acquisition is
attached as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The required financial statements will be filed by June 27, 2000.
(b) Pro Forma Financial Information.
The required pro forma financial statements will be filed by June 27,
2000.
(c) Exhibits:
Exhibit 99.1 Press release announcing the execution of the Agreement.
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
undersigned hereunto duly authorized.
NEOFORMA.COM, INC.
By: /s/ Frederick J. Ruegsegger
-------------------------------------
FREDERICK J. RUEGSEGGER
Chief Financial Officer and Secretary
Dated: May 3, 2000
<PAGE> 1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
NEOFORMA.COM COMPLETES ACQUISITION OF EQUIPMD
B2B PROCUREMENT COMPANY ACQUIRED BY NEOFORMA.COM
SANTA CLARA, CALIF. - MAY 1, 2000 -- Neoforma.com, Inc. (NASDAQ: NEOF), a
leading business-to-business (B2B) e-commerce marketplace for medical products,
announced today that it has completed the acquisition of EquipMD, Inc., a B2B
procurement company serving the broad spectrum purchasing needs of 15,000
physicians in approximately 4,000 practices.
Under the terms of the acquisition, which was previously announced on March 27,
2000, Neoforma.com has acquired all of the outstanding capital stock and options
of EquipMD for approximately 5.45 million shares of Neoforma.com common stock.
EquipMD will remain headquartered in Atlanta. Allen M. Capsuto, the chief
executive officer of EquipMD, will report directly to Bob Zollars, chairman,
president and chief executive officer of Neoforma.com.
EquipMD is a B2B e-commerce procurement company providing services designed
specifically to meet the efficiency and cost reduction needs of today's
physician practice marketplace. EquipMD provides physicians a single place to
order medical and surgical supplies, office supplies, high-end equipment and
other products and services representing approximately 85 percent of the
purchasing needs of the physician office market. In addition, EquipMD offers
various products and services from multiple vendors through a single purchase
order and a single payment covering all purchases. More than 15,000 physicians
in 47 states, Puerto Rico and Washington, D.C. are currently served by EquipMD.
ABOUT NEOFORMA.COM, INC.
Neoforma.com is a leading provider of business-to-business e-commerce services
in the large and highly fragmented market for medical equipment and supplies.
Neoforma.com offers three primary services that together address the entire
healthcare purchasing lifecycle, from planning through procurement to
liquidation. The Neoforma Shop service provides a unified marketplace where
purchasers can easily locate and buy new medical products, and suppliers can
access new customers and markets. The Neoforma Auction service creates an
efficient marketplace for idle assets by enabling users to list, sell and buy
used, refurbished and surplus medical products. The Neoforma Plan service
provides interactive content to healthcare facility planners to reduce the
complexities of planning and outfitting facilities. For more information, visit
the company's Web site at www.neoforma.com.
This news release contains forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and is subject to the safe harbor created by those
sections. These forward-looking statements include statements related to the
benefits of the acquisition and the business and prospects of Neoforma.com and
EquipMD. These forward-looking statements involve a number of risks and
uncertainties that could cause the actual results to differ materially from
those anticipated by these forward-looking statements. These risks and other
risks, are described in Neoforma.com's periodic reports filed with the SEC
including its Form 10K for the year ended December 31, 1999. Neoforma.com
assumes no obligation to update the forward-looking information contained in
this news release.
###
Contacts:
Kali Coffman (media), [email protected], (408) 549-6446
Shari Annes (investors), [email protected], (408) 549-1680
Neoforma.com, Inc., and www.neoforma.com are trademarks of Neoforma.com, Inc.
Other Neoforma.com logos, product names, and service names are also trademarks
of Neoforma.com, Inc., which may be registered in other countries. Other product
and brand names are trademarks of their respective owners.
