<PAGE>
FILING PURSUANT TO RULE 425
Filer: MedicaLogic, Inc.
Subject Company: MedicaLogic, Inc.
No. 000-28285
No. 333-32390
THIS COMMUNICATION IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULES 165 AND 425 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND THE SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS OF
MEDICALOGIC. INVESTORS ARE URGED TO READ THE VARIOUS FILINGS OF MEDICALOGIC
AND MEDSCAPE THAT HAVE BEEN MADE WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING MEDICALOGIC'S REGISTRATION STATEMENT ON FORM S-4, WITH RESPECT TO
THE MERGERS REFERRED TO IN THE FOLLOWING PRESENTATION PRIOR TO THE VOTE OF THE
SHAREHOLDERS OF THE RESPECTIVE COMPANIES AND THE ISSUANCE OF THE COMMON STOCK
OF MEDICALOGIC IN THE MERGERS. THESE FILED DOCUMENTS ARE AVAILABLE TO THE
PUBLIC FROM COMMERCIAL RETRIEVAL SERVICES AND FOR NO CHARGE AT THE WEB SITE
MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT http://www.sec.gov.
FOR IMMEDIATE RELEASE
MEDICALOGIC ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS TO APPROVE
PENDING MEDSCAPE MERGER AND TOTAL EMED ACQUISITION
HILLSBORO, ORE. - APRIL 5, 2000 - MedicaLogic, Inc. (NASDAQ: MDLI), The Online
Health Record Company-TM-, today announced that it has scheduled a special
shareholders meeting to approve its pending merger with Medscape, Inc. (NASDAQ:
MSCP), and to approve its pending acquisition of Total eMed, Inc. The meeting
will convene on May 10, 2000, 8:00 a.m. PST at the company's Hillsboro, Ore.
headquarters and will first address the Total eMed acquisition. The meeting is
expected to adjourn to May 15, 2000, 8:00 a.m. PST at the same location, for the
vote on the Medscape merger in order to coincide with Medscape's special
shareholder meeting in New York.
Mark Leavitt, MD, Ph.D., Chairman and CEO of MedicaLogic noted, "We are pleased
with the continued progress on the previously announced merger with Medscape and
acquisition of Total eMed. We presently anticipate that the mergers will be
completed in the second quarter of 2000, pending final regulatory approval."
As announced on February 22, MedicaLogic will exchange 0.323 shares of its
common stock for each outstanding share of Medscape stock and shareholders of
Total eMed will receive 8 million shares of MedicaLogic common stock for all of
its outstanding shares and options. Both will be accounted as purchase
transactions and are subject to customary conditions, including the usual
governmental and regulatory approvals.
MedicaLogic will mail the proxy, deemed effective by the Securities and Exchange
Commission, on or about April 6, 2000. MedicaLogic shareholders of record on
March 31, 2000 are entitled to receive notice of, and vote at, the meeting.
Election forms should be completed and delivered in accordance with the
instructions set forth in the form. MedicaLogic shareholders not attending the
meeting must deliver their completed election forms to ChaseMellon Shareholder
Services, the transfer agent, by 5:00 PM Eastern time, on May 9, 2000 in order
for their vote to be valid. MedicaLogic shareholders may call ChaseMellon at
(800) 522-6645 with any questions about the election form.
ABOUT MEDICALOGIC
MedicaLogic, Inc. (NASDAQ: MDLI), The Online Health Record Company-TM-, brings
the Internet to the point of care with ehealthcare products and services for
physicians and their patients. MedicaLogic connects patients and physicians in
ways that enhance the quality, delivery and cost-effectiveness of healthcare.
Based in Hillsboro, OR, the company also maintains product development offices
in San Francisco and Houston. For additional information about MedicaLogic, go
to http://www.medicalogic.com.
THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THE
FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS OR
BELIEFS AS WELL AS ON A NUMBER OF ASSUMPTIONS ABOUT FUTURE EVENTS, AND ARE
SUBJECT TO FACTORS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, INCLUDING THE
POSSIBILITY THAT MEDICALOGIC'S MERGERS WITH MEDSCAPE AND TOTAL EMED MAY NOT BE
COMPLETED AND THE OTHER FACTORS DESCRIBED IN MEDICALOGIC'S REGISTRATION
STATEMENT ON FORM S-4 AND MEDICALOGIC'S ANNUAL REPORT ON FORM 10-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE READER IS CAUTIONED NOT TO PUT UNDUE
RELIANCE ON FORWARD-
<PAGE>
LOOKING STATEMENTS, WHICH ARE NOT A GUARANTEE OF FUTURE PERFORMANCE AND ARE
SUBJECT TO A NUMBER OF UNCERTAINTIES AND OTHER FACTORS, MANY OUTSIDE
MEDICALOGIC'S CONTROL.
ABOUT MEDSCAPE
Medscape, Inc. (NASDAQ NM: MSCP), the leading provider of authoritative health
and medical information on the Internet since 1995, currently operates two
primary healthcare Web sites, medscape.com and CBSHealthWatch by Medscape. As of
December 31, 1999, Medscape.com had more than 1.7 million registered members
worldwide, including over 280,000 registered as physicians, 860,000 registered
as allied healthcare professionals and 630,000 registered as consumers.
THE STATEMENTS MADE IN THIS PRESS RELEASE CONTAIN FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E
OF THE SECURITIES EXCHANGE ACT OF 1934 THAT INVOLVE A NUMBER OF RISKS AND
UNCERTAINTIES. ACTUAL EVENTS OR RESULTS MAY DIFFER FROM MEDSCAPE'S EXPECTATIONS.
ABOUT TOTAL EMED
Total eMed, Inc. is a privately held Nashville-based medical information
management company offering a new approach to physician-driven medical
transcription. Total eMed provides premium web-based medical transcription
services to over 1000 ambulatory physicians in seven states utilizing digital
voice capture, dedicated circuits, and the Internet to connect physicians and
professional medical transcriptionists through a national data center. The
company's unique clinical application improves medical transcription efficiency
and accuracy while capturing the record of the patient-physician encounter in
digital format.
ADDITIONAL INFORMATION
This communication is filed with the Securities and Exchange Commission pursuant
to Rules 165 and 425 promulgated under the Securities Act of 1933, as amended,
and the solicitation of proxies by the Board of Directors of MedicaLogic.
Investors are urged to read the various filings of MedicaLogic and Medscape that
have been made with the Securities and Exchange Commission, including
MedicaLogic's Registration Statement on Form S-4, with respect to the mergers
referred to in the following presentation prior to the vote of the shareholders
of the respective companies and the issuance of common stock of MedicaLogic in
the mergers. These filed documents are available to the public from commercial
retrieval services and for no charge at the web site maintained by the
Securities and Exchange Commission at http://www.sec.gov.
# # #
CONTACTS:
MedicaLogic Media Relations MedicaLogic Investor Relations
Alexa Venegas Greg Mann
Wave Rock Communications [email protected]
[email protected] (503) 466.3632
(503) 944.6204
Medscape Media and Investor Relations
David Fluhrer
(212) 760.3138
[email protected]
