UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 13, 2000
DOCPLANET.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COLORADO ____________ 84-0645174
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
3000 W. WARNER AVENUE
SANTA ANA, CALIFORNIA 92704-5311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (Zip Code)
Registrant's Telephone Number, including area code: (714) 754-5800
NOT APPLICABLE
(Former name, former address and former fiscal year if changed since lastreport)
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ITEM 5. OTHER EVENTS
Conversion of Debt
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In the past, DocPlanet.com, Inc. (the "Company") has borrowed money from
certain shareholders, directors and officers of the Company. The loans are
evidenced by promissory notes which bear interest at the bank prime rate plus
2%. Certain of the promissory notes were payable on demand, while certain of
the promissory notes were payable on April 1, 1998 and were past due on November
30, 1999. By letter dated October 29, 1999, Charles R. Drummond committed not
to demand payment of, or take action to collect on, the promissory notes,
including those past due, owed to him until August 31, 2000 or such time as the
Company has the ability to pay such notes.
By resolution dated December 21,1999, the Board of Directors of the Company
approved the conversion of loans from directors and officers of the Company, in
whole or in part, into common stock, no par value per share ("Common Stock"), of
the Company at $3.00 per share.
Pursuant to a Conversion Agreement dated March 13, 2000, to be effective as
of February 29, 2000, Charles R. Drummond exercised his right of conversion by
converting all of the $6,839,103 debt, which includes accrued interest through
February 29, 2000, owed to him by the Company into 2,279,701 shares of the
Company's Common Stock.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable
(c) Exhibits
99.1* Press Release dated March 13, 2000
99.2* Conversion Agreement dated March 13, 2000.
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*filed herewith
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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 thereunto duly authorized.
DOCPLANET.COM, INC.
By: /s/ Charles R. Drummond
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Charles R. Drummond
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Chairman, Chief Executive Officer and
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Treasurer
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Date: March 13, 2000
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EXHIBIT INDEX
Exhibit
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Number Description
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99.1* Press Release dated March 13, 2000
99.2* Conversion Agreement dated March 13, 2000.
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*filed herewith
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EXHIBIT 99.1
DOCPLANET.COM ANNOUNCES TWO SIGNIFICANT STEPS TOWARD IMPROVING ITS FINANCIAL
POSITION
MONDAY, MARCH 13 2000 1:57 AM EST
SANTA ANA, Calif., Mar 13, 2000 (BUSINESS WIRE) -- DocPlanet.com, Inc.
(OTCBB:DOCP) announced that Charles R. Drummond, Chairman and CEO, has converted
his $6.84 million in long-term debt and accrued interest at $3.-/share into 2.28
million shares of Common Stock, and a private placement was completed for $1.80
million of Common Stock.
The conversion was consistent with the terms approved by the full Board of
Directors in December.
In announcing the developments, DocPlanet's Vice President of Finance,
David Lantz, said, "We believe that the receipt of funding and the conversion of
our Chairman's debt indicates confidence in DocPlanet.com from outside investors
and from our senior management. These transactions significantly reduce our debt
and provide more financial flexibility for the pursuit of our future plans."
About DocPlanet.com, Inc. DocPlanet.com is a business-to-business (B2B)
e-commerce company providing pharmaceuticals, frequently ordered consumables and
e-prescription services to office-based physicians. DocPlanet has built its
business-to-business solutions with the best available technology partners,
including Oracle (Nasdaq:ORCL-news), BroadVision (Nasdaq:BVSN-news), Exodus
Communications (EXDS-news) and MasterChart, Inc. DocPlanet.com provides over
5,000 physicians with an online partner for pharmaceutical products,
e-prescription management and medical/surgical supplies in approximately 1,500
locations across the United States.
This press release contains "forward-looking" statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks and uncertainties or other factors,
which may cause actual results, performance or achievements expressed or implied
by such forward-looking statements to vary from those forecast or implied in
this release. Factors that might cause such a difference include, without
limitation, decline in demand for the company's products or services, and the
effect of general economic conditions affecting the industry.
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EXHIBIT 99.2
CONVERSION AGREEMENT
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THIS CONVERSION AGREEMENT ("AGREEMENT") IS ENTERED INTO AS OF MARCH 13,
2000 BY AND BETWEEN DOCPLANET.COM, INC., A COLORADO CORPORATION (THE "COMPANY"),
AND CHARLES R. DRUMMOND ("MR. DRUMMOND").
W I T N E S S E T H:
WHEREAS, IN THE PAST, THE COMPANY HAS BORROWED MONEY FROM CERTAIN OF ITS
SHAREHOLDERS, DIRECTORS AND OFFICERS, INCLUDING MR. DRUMMOND, THE CHAIRMAN,
CHIEF EXECUTIVE OFFICER AND TREASURER OF THE COMPANY; AND
WHEREAS, BY RESOLUTION DATED DECEMBER 21,1999, THE BOARD OF DIRECTORS OF
THE COMPANY APPROVED THE CONVERSION OF LOANS FROM DIRECTORS AND OFFICERS OF THE
COMPANY, IN WHOLE OR IN PART, INTO COMMON STOCK, NO PAR VALUE PER SHARE ("COMMON
STOCK"), OF THE COMPANY AT $3.00 PER SHARE; AND
WHEREAS, AS OF FEBRUARY 29, 2000, THE COMPANY WAS INDEBTED TO MR. DRUMMOND
IN THE AMOUNT OF $6,839,103 (the "Debt"); and
WHEREAS, MR. DRUMMOND AND THE COMPANY DESIRE TO CONVERT THE DEBT INTO
COMMON STOCK OF THE COMPANY.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL
COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE PARTIES DO HEREBY AGREE AS
FOLLOWS:
1. CONVERSION. THE DEBT SHALL BE CANCELED AND CONVERTED INTO 2,279,701
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SHARES OF COMMON STOCK OF THE COMPANY (THE "CONVERSION").
2. EFFECTIVE DATE. THE CONVERSION SHALL BE EFFECTIVE AS OF 7:00 A.M.
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(CENTRAL STANDARD TIME), ON FEBRUARY 29, 2000.
3. ENTIRE AGREEMENT. THIS AGREEMENT IS THE PARTIES' ENTIRE AGREEMENT
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AND SUPERSEDES ALL PRIOR REPRESENTATIONS AND AGREEMENTS, WRITTEN OR ORAL, WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
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STATE OF TEXAS.
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IN WITNESS WHEREOF, THE PARTIES HAVE ENTERED INTO THIS AGREEMENT ON THE
DATE FIRST WRITTEN ABOVE.
DOCPLANET.COM, INC.
BY:
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NAME:
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TITLE:
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CHARLES R. DRUMMOND, IN HIS
INDIVIDUAL CAPACITY
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