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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): July 24, 2000
DRUG EMPORIUM, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-16998 31-1064888
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
155 HIDDEN RAVINES DRIVE, POWELL, OHIO 43065
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (740) 548-7080
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 24, 2000, Drug Emporium, Inc. (the "Company") and
DrugEmporium.com, Inc. ("DE.com"), a subsidiary of the Company, entered into an
Asset Purchase Agreement, dated as of July 24, 2000 (the "Asset Agreement"), by
and among the Company, DE.com, HealthCentral.com, and HCC Subsidiary Corp.
("Acquisition Sub"). Under the terms of the Asset Agreement, Acquisition Sub
will acquire substantially all of the assets and assume certain liabilities of
DE.com in exchange for non-voting preferred stock of HCC.com and assumption of
certain liabilities by HCC.com (the "Acquisition").
The Acquisition is subject to various conditions set forth in the Asset
Agreement, including the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act.
On July 25, 2000, HCC.com issued a press release announcing the
Acquisition and on August 3, 2000 DE.com issued a press release regarding the
Acquisition. These press releases are attached hereto as Exhibits 99.1 and 99.2,
and incorporated herein by reference in their entirety.
Exhibit 99.1 to this current report on Form 8-K contains
forward-looking statements that reflect HCC.com's management goals, objectives
and expectations. These statements related to, among other things, benefits to
be realized by both the Company and HCC.com from the Acquisition. These
statements are of particular importance in this Acquisition because under the
terms of the deal, the Company has the opportunity to earn additional amounts of
convertible preferred stock if certain revenue targets from additional sources
of revenues are met. Achievement of the expressed goals, objectives and
expectations is subject to certain risks and uncertainties that could cause
actual results to differ materially from those goals, objectives or
expectations. Important factors that may cause such differences include, but are
not limited to, HCC.com's limited operating history and need to generate
revenues, any failure to integrate the DE.com acquisition and other acquisitions
or manage growth, the substantial competition in the eHealth market, HCC.com's
substantial payment obligations, risks inherent in operating an online pharmacy,
possible liability related to content on or accessed through HCC.com's Web
sites, the need to build a brand name quickly, the effect of substantial and
changing government regulation, possible systems interruptions, and a failure to
attract and retain key employees and risks related to intellectual property.
Exhibit 99.2 to this current report on Form 8-K contains
forward-looking statements that reflect the Company's management goals,
objectives and expectations. Except for historical information contained herein,
the statements in this release related to the Company are forward-looking and
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve known and unknown risks
and uncertainties, which may cause the Company's actual results in future
periods to differ materially from forecasted or expected results. These risks
include, among other things, the competitive environment of the online drugstore
industry in general, the ability of the Company to secure and maintain key
contracts and relationships, technical issues related to the development of the
website, and economic conditions in general. These and other risks are more
fully described in the Company's filings with the Securities and Exchange
Commission.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
99.1 Press Release dated July 25, 2000, corrections attached
99.2 Press Release dated August 3, 2000
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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 hereunto duly authorized.
DRUG EMPORIUM, INC.
By: /s/ Terry L. Moore
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Terry L. Moore
Chief Financial Officer
Dated: September 14, 2000
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FORM 8-K
DATED JULY 24, 2000
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated July 25, 2000, corrections attached
99.2 Press Release dated August 3, 2000
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