SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
NEOFORMA.COM, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
640475 10 7
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(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
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(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
October 18, 2000
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(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 |_| .
CUSIP NO. 640475 10 7 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VHA INC. (IRS Employer Identification Number 38-2182248)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
NOT APPLICABLE (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 77,112,550
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 77,112,550
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,112,550
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
NOT APPLICABLE |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7% (BASED ON THE AGGREGATE OF 127,540,606 SHARES OF COMMON STOCK
OUTSTANDING AS OF OCTOBER 18, 2000 AND 30,845,020 SHARES OF COMMON
STOCK ISSUED TO VHA)
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 1 (this "Amendment") is filed by VHA Inc., a
Delaware corporation ("VHA") with respect to the common stock, par value
$0.001 per share (the "Common Stock"), of Neoforma.com, Inc., a Delaware
corporation ("Neoforma"), and amends and supplements the statement on
Schedule 13D (the "Schedule 13D") filed by VHA on August 7, 2000 . All
capitalized terms used but not defined herein have the meaning ascribed to
them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 to the Schedule 13D is hereby amended by adding the following:
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended by adding the following:
Pursuant to the Amendment, dated as of October 18, 2000 (the
"Restricted Stock Amendment"), amending the Amended and Restated Common
Stock and Warrant Agreement made and entered into as of March 30, 2000, and
amended and restated as of May 24, 2000 (the "Common Stock Agreement"), by
and between Neoforma and VHA, the warrant to acquire 30,845,020 shares of
Common Stock issued to VHA pursuant to the Common Stock Agreement (the
"Warrant") was cancelled and Neoforma issued to VHA 30,845,020 shares of
Common Stock subject to a substantial risk of forfeiture (the "Restricted
Shares").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following:
In order to increase the ability of VHA to create incentive programs
for its member and patron healthcare organizations (the "HCOs") so that
they will adopt and utilize Neoforma's internet exchange, VHA and Neoforma
entered into the Restricted Stock Amendment pursuant to which the Warrant
was cancelled and in its place Neoforma issued to VHA the Restricted
Shares. Additionally, the forfeiture provisions relating to the Initial
Forfeitable Shares (as defined below) were modified as described below.
Pursuant to both the Common Stock Agreement and the Restricted Stock
Amendment and as of the closing of the Restricted Stock Amendment on
October 18, 2000, VHA owns the following shares of Common Stock: (1)
15,422,510 shares of Common Stock (the "Non-Forfeitable Shares") which are
fully vested and not subject to any risk of forfeiture, (2) 30,845,020
shares of Common Stock (the "Initial Forfeitable Shares") subject to a risk
of forfeiture as described below, (3) 23,133,764 shares of Common Stock
(the "Tranche A Shares") subject to a risk of forfeiture as described below
and (4) 7,711,256 shares of Common Stock (the "Tranche B Shares") also
subject to a risk of forfeiture as described below.
On each of April 1, 2001, 2002, 2003, 2004 and 2005, respectively,
VHA shall forfeit and return to Neoforma, without payment of any
consideration by Neoforma to VHA, 5%, 20%, 25%, 25% and 25%, respectively,
of the aggregate number of Initial Forfeitable Shares issued to VHA if for
the prior one-year period ending on each of January 31, 2001, 2002, 2003,
2004 and 2005, respectively, VHA fails to meet the targets specified in the
Restricted Stock Amendment relating to both the cumulative number of HCOs
that have signed up for Neoforma's services and the cumulative aggregate
dollar volume of historical purchases of products by such HCOs.
The Tranche A Shares and the Tranche B Shares are subject to
forfeiture by VHA to Neoforma as described in this paragraph. Tranche A
Shares and Tranche B Shares with respect to which all risk of forfeiture is
eliminated shall become vested and are referred to as "Vested Shares."
Twenty-five percent of the Tranche A Shares and Tranche B Shares shall
become Vested Shares upon each of June 30, 2001, 2002, 2003 and 2004,
respectively, if the cumulative purchasing volume dollar targets specified
for that date (each a "Purchasing Target") are met. If the Purchasing
Target relating to the Tranche A Shares (the "Tranche A Purchasing Target")
is not met, a pro rata number of Tranche A shares will become Vested Shares
based upon the portion of the Tranche A Purchasing Target met, and the
shortfall amount will become Vested Shares only if the following year's
Tranche A Purchasing Target is met in its entirety. If the Purchasing
Target relating to the Tranche B Shares (the "Tranche B Purchasing Target")
is not met, a pro rata number of shares will become Vested Shares based
upon the amount by which the Tranche A Purchasing Target for such date is
exceeded, and the shortfall amount will become Vested Shares only if the
following year's Tranche B Purchasing Target is met. In certain
circumstances, upon a change in control of Neoforma, all Tranche A Shares
and Tranche B Shares will become Vested Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The first two paragraphs of Item 5 of the Schedule 13D are hereby
amended and restated in their entirety as follows:
(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
in 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The first paragraph of Item 6 of the Schedule 13D is hereby amended
and restated in its entirety as follows:
Pursuant to the Restricted Stock Amendment, from and after July 26,
2000 (the "Closing") through the fifth anniversary of the Closing and for
as long after this period as the outstanding shares of Common Stock
beneficially owned by VHA exceeds 35% of the then outstanding Common Stock
(the "Restricted Period"), VHA shall 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 that in the cases of a proposed change
of control of Neoforma, the election of VHA's designated nominees to
Neoforma's board of directors or an amendment to Neoforma's certificate of
incorporation that would materially and adversely affect VHA in a manner
different from its effect on other shareholders generally, VHA may vote
without restriction the number of shares of Common Stock it beneficially
owns equal to the product of (A) a fraction, the numerator of which is
equal to (w) the number of shares of Common Stock owned by VHA minus (x)
the number of Tranche A Shares and Tranche B Shares owned by VHA which are
not Vested Shares, and the denominator of which is (y) the total number of
shares of Common Stock outstanding minus (z) the number of Tranche A Shares
and Tranche B Shares owned by VHA which are not Vested Shares, multiplied
by (B) the total number of shares of Common Stock outstanding and any
shares of Common Stock beneficially owned by VHA in excess of such number
of shares shall be voted in proportion to the votes cast by all of the
other Neoforma stockholders. Additionally, during the Restricted Period,
VHA 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. 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 acquisition
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%.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
References to and descriptions of the Restricted Stock Amendment as
set forth herein are qualified in their entirety by reference to the copy
of the Restricted Stock Amendment attached hereto in Exhibit 2.1 and is
incorporated herein in its entirety where such references and descriptions
appear.
Exhibit 2.1 Amendment to Amended and Restated Common Stock and
Warrant Agreement, dated as of October 18, 2000, by and
between Neoforma.com, Inc. and VHA 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.
October 18, 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. and, since the filing of the
Schedule 13D, has effected no transactions involving such shares.
<TABLE>
<CAPTION>
BUSINESS ADDRESS / CITIZENSHIP
/ TRANSACTIONS AND OWNERSHIP
NAME PRINCIPAL OCCUPATION IN NEOFORMA COMMON STOCK
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DIRECTORS
<S> <C> <C>
C.H. Beck, Jr., M.D. Sr. Vice President, ScrippsHealth 4275 Campus Point Ct.
San Diego, CA 92121
David Bernd President/CEO, Sentara Health 6015 Poplar Hall Dr.
System, Inc. Norfolk, VA 93502
5000 shares owned
Patrick G. Hays, FACHE President, Senior Consultant 105B West Delaware Place
Chicago, IL 60610
600 shares owned
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 100 W. Sproul Rd.
Health System Springfield, PA 19064
575 shares owned
Terri L. Potter President/CEO, Meriter Health 202 S. Park Street
System Madison, WI 53715
Thomas M. Priselac President/CEO, Cedars-Sinai 8700 Beverly Blvd.
Health System Los Angeles, CA 90048
Ron R. Rees President/CEO, Halifax-Fish 1041 Dunlawton Avenue
Health Community Port Orange, FL 32119
90 shares owned
Marilyn M. Rymer, M.D. Office Research Admin., St. Luke's 4401 Wornall Rd.
Hospital of Kansas City, Inc. Kansas City, MO 64111
C. Thomas Smith President/CEO, VHA Inc. Bought 1,200 shares at $3.44,
2,000 shares at $3.41 and 6,800
shares at $3.50 on 8/18/00 in
brokerage transactions
James W. Varnum President, Dartmouth-Hitchcock One Medical Center Drive
Alliance Lebanon, NH 03756
Bought 2,000 shares on 8/28/00
at $3.125 per share in brokerage
transaction
Anthony E. Watkins, M.D. President, Washington Hospital 110 Irving Street NW
Center Washington, DC 20010
Dan S. Wilford President/CEO, Memorial Hermann 7737 Southwest Frwy.
HealthCare System Houston, TX 77074
Joseph A. Zaccagnino President/CEO, Yale-New Haven 20 York Street
Health 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
Bought 6,500 shares on 8/18/00
at $3.00 per share in brokerage
transaction
J. Donald Caccia Group Senior Vice President 200 Berwyn Park
Berwyn, PA 19312
Bought 2,500 shares on 8/17/00
at $2.75 per share and 4,000
shares on 8/22/00 at $3.03 per
share in brokerage transactions
Stacy Cinatl Senior Vice President
John J. Collins, Senior Vice President
Jr., M.D.
Mike Cummins Senior Vice President
Michael J. Daly Group Senior Vice President, 200 Berwyn Park
VHA East LLC Berwyn, PA 19312
K. Jeffery Hayes Senior Vice President/Business
Operations
Marcea Bland Lloyd Senior Vice President/General Bought 3,000 shares on 8/17/00 at
Counsel $2.81 per share and 2,000 shares
on 8/18/00 at $3.12 per share in
brokerage transactions
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 LLC, 50% owned by Mr. Nonomaque,
Officer bought 14,000 shares on 8/15/00
at an average of $3.00 per share,
4,000 shares on 8/17/00 at an
average of $2.75 per share and
2,000 shares on 8/18/00 at $3.00
per share in brokerage
transactions.
Andrea Overman Senior VP/Marketing and
Communications
Marlowe Senske Executive Vice President Bought 2,900 shares on 8/21/00 at
$3.25 per share in brokerage
transaction
</TABLE>
