<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) *
MEDICONSULT.COM, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
58469J 10 0
(CUSIP Number)
DECEMBER 16, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 5
<PAGE> 2
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Quintiles Transnational Corp.
I.R.S. Employer Identification No.: 56-1714315
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 2,595,168
SHARES -----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 2,595,168
WITH: -----------------------------------------------------
10) SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,595,168
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.50%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to 2,595,168 shares of the common stock, par
value $.001 per share, of Mediconsult.com, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1330
Avenue of the Americas, 17th Floor, New York, New York 10019.
ITEM 2. IDENTITY AND BACKGROUND
The name of the entity filing this report is Quintiles Transnational
Corp., a North Carolina corporation ("Quintiles"), whose principal offices are
located at 4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, North
Carolina 27703. Quintiles is engaged in the business of providing a full range
of integrated product development and commercialization solutions to the
pharmaceutical, biotechnology and medical device industries.
During the last five years, Quintiles has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has Quintiles been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
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 CONSIDERATIONS
The shares of the Issuer's Common Stock beneficially owned by Quintiles
were acquired on December 16, 1999, pursuant to an Agreement and Plan of Merger
(the "Merger Agreement"), dated as of September 7, 1999, by and among the
Issuer, PMCI, Inc., Physician's Online, Inc. ("POL") and certain shareholders of
POL, including Quintiles. As a former shareholder of POL, Quintiles received
shares of the Issuer's Common Stock in exchange for all securities of POL owned
by Quintiles.
ITEM 4. PURPOSE OF TRANSACTION
On September 7, 1999, the Issuer, POL, PMCI, Inc. and certain
shareholders of POL, including Quintiles entered into the Merger Agreement.
Under the Merger Agreement, on December 16, 1999, PMCI, Inc. (a wholly-owned
subsidiary of the Issuer) merged with and into POL, and the former shareholders
of POL, including Quintiles, received an aggregate of 20,002,734 shares of
Issuer Common Stock, including shares subject to outstanding stock options. As a
result of the merger, POL became a wholly-owned subsidiary of the Issuer. The
Merger Agreement is described more fully in, and attached as an appendix to, the
Information Statement/Prospectus of the Issuer, dated November 19, 1999, as
filed with the Securities and Exchange Commission.
Under the Merger Agreement, as of the effective time of the merger, the
Issuer agreed to expand its Board of Directors from six to ten seats, and to
nominate four persons selected by the principal shareholders of POL (the "POL
Principal Shareholders"), including Quintiles, to fill the newly-created
vacancies. In addition, under the Merger Agreement, the Issuer also agreed that
it would take such action necessary to nominate persons selected by certain POL
Principal Shareholders, including Quintiles, for election to the Issuer's Board
of Directors at its next annual meeting of shareholders to be held in 2000. The
Principal Shareholders were granted the right to select a Board nominee for
every 10% of the Issuer's Common Stock held at such time by all POL Principal
Shareholders in the aggregate.
Quintiles has no intention to influence or direct the Issuer's affairs,
modify its corporate structure or interfere with the business decisions of its
management. Except as may be set forth above, neither Quintiles, nor to the best
of its knowledge, any executive officer or director of Quintiles, has any plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer or the disposition of securities
of the Issuer; (b) an
<PAGE> 4
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer; (c) a sale or transfer or a material amount
of assets of the Issuer; (d) any change in the present board of directors or
management of the Issuer, 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 capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Issuer by
any person; (h) causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based on information contained in the most recent publicly available
filings of the Issuer with the Securities and Exchange Commission, Quintiles is
deemed to beneficially own the number of shares and the percentage of
outstanding shares of Issuer Common Stock listed on lines 11 and 13,
respectively, of Page 2 of this Schedule 13D. In addition, the number of shares
as to which Quintiles has sole or shared voting power and sole or shared
dispositive power, is listed on lines 7-10 of Page 2 of this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
In addition to the Merger Agreement, the POL Principal Shareholders
entered into an Agreement, dated September 7, 1999, as amended, under which the
POL Principal Shareholders named those individuals to be nominated to the
Issuer's Board as of the effective time of the merger and also designated which
POL Principal Shareholders would have the ability to nominate persons to the
Issuer's Board at its 2000 annual meeting of shareholders. The POL Principal
Shareholders did not agree to vote their Issuer shares in any way, either
directly or indirectly, nor did they make any arrangements in that respect.
Because the POL Principal Shareholders did not agree to vote their Issuer shares
in any way, nor to hold, acquire or dispose of any Issuer shares, the existence
of a group (for purposes of this Schedule 13D) is expressly disclaimed.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE> 5
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.
Date: December 21, 1999
QUINTILES TRANSNATIONAL CORP.
By: /s/ Rachel Selisker
-------------------------------------
Name: Rachel R. Selisker
Title: Executive Vice President, Chief
Financial Officer
