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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
MAY 11, 2000
Date of Report (Date of earliest event reported)
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MEDICALOGIC/MEDSCAPE, INC.
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(Exact name of registrant as specified in its charter)
OREGON 000-28285 93-0890696
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(Address of principal executive offices, including zip code)
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(503) 531-7000
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(Registrant's telephone number, including area code)
MEDICALOGIC, INC.
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(Former name or address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 11, 2000, MedicaLogic, Inc. ("Registrant") completed its merger
with Total eMed, Inc. ("Total eMed") and, on May 19, 2000, MedicaLogic completed
its merger with Medscape, Inc. ("Medscape"). On May 19, 2000, Registrant changed
its name to "MedicaLogic/Medscape, Inc." Registrant's shareholders approved
the Total eMed and Medscape mergers on May 10 and May 15, 2000, respectively.
Shareholders of Total eMed approved the Total eMed merger on May 10, 2000, and
the shareholders of Medscape approved the Medscape merger on May 15, 2000.
Pursuant to an Agreement of Reorganization and Merger dated February 21,
2000, by and among Registrant, AQ Merger Corp., a wholly owned subsidiary of
Registrant, and Total eMed, AQ Merger Corp. merged with and into Total eMed on
May 11, 2000. Pursuant to the Total eMed Merger Agreement, each share of Total
eMed common stock was converted into the right to receive .8070437 shares of
Registrant's common stock, and the outstanding options to purchase shares of
Total eMed stock were assumed by Registrant and adjusted in accordance with
the foregoing conversion ratio. Accordingly, in connection with the completion
of the Total eMed merger, Registrant issued approximately 7,450,000 shares of
its common stock to Total eMed's former stockholders and assumed options to
purchase approximately 550,000 shares of Registrant's common stock.
Also in connection with the completion of the Total eMed merger, five
percent of the Registrant's shares issued to Total eMed former stockholders were
deposited in a general escrow fund that is available to compensate the
Registrant and its affiliates for any claims, losses or other damages incurred
as a result of any inaccuracy or breach of Total eMed's representations and
warranties contained in the Total eMed Merger Agreement. The general escrow fund
terminates five business days after the Registrant receives its audited
financial statements for the year ending December 31, 2000. In addition,
1,852,260 shares of Registrant's common stock issued to former Total eMed
stockholders were deposited in an escrow fund to compensate the Registrant and
its affiliates for any claims, losses and other damages resulting from a lawsuit
filed by MedQuist Inc. against Total eMed and its founder.
Pursuant to an Agreement of Reorganization and Merger dated February 21,
2000, by and among Registrant, Moneypenny Merger Corp., a wholly owned
subsidiary of Registrant, and Medscape, Moneypenny Merger Corp. merged with and
into Medscape on May 19, 2000. Pursuant to the Medscape Merger Agreement, each
outstanding share of Medscape common stock was converted into the right to
receive .323 shares of Registrant's common stock, and the outstanding options
and warrants to purchase Medscape stock were assumed by Registrant and adjusted
in accordance with the foregoing conversion ratio. Accordingly, in connection
with the completion of the Medscape merger, Registrant issued approximately
14,834,000 shares of its common stock to Medscape's former stockholders, and
assumed options to purchase approximately 1,646,000 shares of Registrant's
common stock and warrants to purchase approximately 906,000 shares of
Registrant's common stock.
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Financial statements of the acquired companies are not required in this
Form 8-K as "substantially the same" financial statements were previously filed
in the Registrant's Registration Statement on Form S-4 filed April 4, 2000
(Registration No. 333-32390).
(b) Pro Forma Financial Information
Pro forma financial information is not required in this Form 8-K as
"substantially the same" information was previously filed in the Registrant's
Registration Statement on Form S-4 filed April 4, 2000 (Registration No.
333-32390).
(c) Exhibits
The following exhibits are filed herewith:
3.1 Articles of Amendment to the 1999 Restated Articles of Incorporation of
Registrant
3.2 Bylaws of Registrant, as amended
99.1 Text of Press Release, dated May 15, 2000 titled "MedicaLogic, Medscape,
and Total eMed Shareholders Approve Merger Plans, Acquisition"
99.2 Text of Press Release, dated May 22, 2000, titled "Medicalogic/Medscape
Merger Creates a New Company Combining Online Health Records With
Authoritative Information at the Point of Care"
99.3 Agreement of Reorganization and Merger dated as of February 21, 2000 among
MedicaLogic, Inc., Total eMed, Inc. and AQ Merger Corp. Incorporated by
reference to Exhibit 2.2 to MedicaLogic's Registration Statement on Form
S-4 (Registration No. 333-32390)*
99.4 Agreement of Reorganization and Merger dated as of February 21, 2000 among
MedicaLogic, Inc., Medscape, Inc. and Moneypenny Merger Corp. Incorporated
by reference to Exhibit 2.1 to MedicaLogic's Registration Statement on Form
S-4 (Registration No. 333-32390)*
*Certain exhibits to, and schedules delivered in connection with, the Total eMed
Merger Agreement and Medscape Merger Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. Registrant agrees to supplementally furnish to
the Commission a copy of any such exhibit or schedule upon request.
3
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SIGNATURE
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.
MEDICALOGIC/MEDSCAPE, INC.
By: /s/ FRANK J. SPINA
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Frank J. Spina
Senior Vice President and
Chief Financial Officer
4
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EXHIBIT INDEX
3.1 Articles of Amendment to the 1999 Restated Articles of Incorporation of
Registrant
3.2 Bylaws of Registrant, as amended
99.1 Text of Press Release, dated May 15, 2000 titled "MedicaLogic, Medscape,
and Total eMed Shareholders Approve Merger Plans, Acquisition"
99.2 Text of Press Release, dated May 22, 2000, titled "Medicalogic/Medscape
Merger Creates a New Company Combining Online Health Records With
Authoritative Information at the Point of Care"
99.3 Agreement of Reorganization and Merger dated as of February 21, 2000 among
MedicaLogic, Inc., Total eMed, Inc. and AQ Merger Corp. Incorporated by
reference to Exhibit 2.2 to MedicaLogic's Registration Statement on Form
S-4 (Registration No. 333-32390)*
99.4 Agreement of Reorganization and Merger dated as of February 21, 2000 among
MedicaLogic, Inc., Medscape, Inc. and Moneypenny Merger Corp. Incorporated
by reference to Exhibit 2.1 to MedicaLogic's Registration Statement on Form
S-4 (Registration No. 333-32390)*
*Certain exhibits to, and schedules delivered in connection with, the Total eMed
Merger Agreement and Medscape Merger Agreement have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. Registrant agrees to supplementally furnish to
the Commission a copy of any such exhibit or schedule upon request.
5
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EXHIBIT 3.1
ARTICLES OF AMENDMENT
TO THE 1999 RESTATED ARTICLES OF INCORPORATION
OF
MEDICALOGIC, INC.
Pursuant to Sections 60.437 and 60.447 of the Oregon Business Corporation
Act, MedicaLogic, Inc. hereby adopts the following Articles of Amendment:
1. The name of the corporation is MedicaLogic, Inc.
2. Article I of the 1999 Restated Articles of Incorporation of MedicaLogic,
Inc. is hereby amended to read, in its entirety, as follows:
"ARTICLE I
The name of the Corporation is MedicaLogic/Medscape, Inc."
3. The amendment described above was adopted by the Board of Directors of
MedicaLogic, Inc. on February 21, 2000.
4. The shareholders of MedicaLogic, Inc. approved the amendment. As of the
close of business on March 31, 2000, 32,010,397 shares of common stock were
outstanding, with each share entitled to one vote on the amendment described
above.
5. 21,015,477 shares of common stock, were voted for the amendment. 259,529
shares of common stock were voted against the amendment.
Dated: May 19, 2000.
MEDICALOGIC, INC.
By: /s/ DAVID C. MOFFENBEIER
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David C. Moffenbeier
President
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EXHIBIT 3.2
RESTATED BYLAWS
OF
MEDICALOGIC/MEDSCAPE, INC.
ARTICLE I
SHAREHOLDERS MEETINGS
1.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held on
the second Tuesday in May of each year at 10 a.m., unless a different date or
time is fixed by the Board of Directors and stated in the notice of the meeting.
1.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purposes, unless otherwise prescribed by statute, may be called by the Chief
Executive Officer or the Board of Directors.
1.3 PLACE OF MEETINGS. Meetings of the shareholders shall be held at any
place in or out of Oregon designated by the Board of Directors.
1.4 MEETING BY TELEPHONE CONFERENCE. Shareholders may participate in an
annual or special meeting by, or conduct the meeting through, use of any means
of communications by which all shareholders participating may simultaneously
hear each other during the meeting, except that no meeting for which a written
notice is sent to shareholders may be conducted by this means unless the notice
states that participation in this manner is permitted and describes how any
shareholder desiring to participate in this manner may notify the Corporation.
1.5 NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.
(a) ANNUAL MEETINGS OF SHAREHOLDERS.
(1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders only (i) pursuant
to the Corporation's notice of meeting or any supplement thereto, (ii) by or at
the direction of the Board of Directors or (iii) by any shareholder of the
Corporation who (A) was a shareholder of record of the Corporation when the
notice provided for in this Section 1.5 is delivered to the Secretary of the
Corporation, (B) is entitled to vote at the meeting and (C) complies with the
notice procedures set forth in subparagraphs (2) and (3) of this paragraph (a)
in this Section 1.5.
(2) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of
this Section 1.5, the shareholder must have given timely notice thereof in
writing to the Secretary of the
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Corporation and such other business must otherwise be a proper matter for
shareholder action as determined by the Board of Directors. To be timely, a
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation at least 90 days, and no earlier than 120 days, before the first
anniversary of the date of the proxy statement for the preceding year's annual
meeting (provided, however, that if the date of the annual meeting is more than
30 days before or more than 70 days after the anniversary date, notice by the
shareholder must be delivered no earlier than 120 days before the annual meeting
and no later than the later of 90 days before the annual meeting or 10 days
following the day on which public announcement of the date of the meeting is
first made by the Corporation). The public announcement of an adjournment or
postponement of an annual meeting of shareholders shall not commence a new time
period (or extend any time period) for the giving of a shareholder's notice as
described above. The shareholder's notice shall set forth the information
required by paragraph (c) of this Section 1.5.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 1.5 to the contrary, if the number of directors to be
elected to the Board of Directors of the Corporation at an annual meeting is
increased and there is no public announcement by the Corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a shareholder's notice required by this Section 1.5 shall
also be considered timely, but only with respect to nominees for any new
positions created by the increase, if it is delivered to the Secretary at the
principal executive offices of the Corporation not later than 10 days following
the day on which the public announcement is first made by the Corporation.
(b) SPECIAL MEETINGS OF SHAREHOLDERS.
(1) The only business that may be conducted at a special meeting of
shareholders is the business described in the Corporation's notice of meeting.
If directors are to be elected at a special meeting, nominations of persons for
election to the Board of Directors may be made at a special meeting of
shareholders only (i) by or at the direction of the Board of Directors or the
Chairman of the Board or (ii) by any shareholder of the Corporation who (A) is a
shareholder of record at the time the notice provided for in this Section 1.5(b)
is delivered to the Secretary of the Corporation, (B) is entitled to vote at the
special meeting and (C) complies with the notice procedures set forth in
paragraph (b)(2) of this Section 1.5. If a special meeting of shareholders is
called to elect one or more directors to the Board of Directors, any shareholder
entitled to vote in the election of directors may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
Corporation's notice of meeting, if the shareholder's notice containing the
information and as otherwise required by paragraph (b)(2) of this Section 1.5 is
delivered to the Secretary at the principal executive offices of the Corporation
not later than 10 days following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at the meeting. The public announcement of an
adjournment or postponement of a special meeting shall not commence a
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new time period (or extend any time period) for the giving of a shareholder's
notice as described above.
(2) For nominations to be properly brought before a special meeting by
a shareholder pursuant to clause (ii) of paragraph (b)(1) of this Section 1.5,
the shareholder's notice must contain the information required by paragraph (c)
of this Section 1.5. For any other business to be properly brought before a
special meeting by a shareholder, the other business must be a proper matter for
shareholder action and the shareholder's demand for the special meeting pursuant
to the Oregon Business Corporation Act must contain the information required by
paragraph (c) of this Section 1.5.
(c) INFORMATION REQUIRED IN SHAREHOLDER NOTICE. A shareholder notice given
pursuant to paragraph (a) or (b) of this Section 1.5 shall contain the following
information:
(1) As to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act and Rule 14a-11 thereunder
(and be accompanied by such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
(2) as to any other business the shareholder proposes to bring before
the special meeting, a brief description of the business desired to be brought
before the special meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and, if the business includes
a proposal to amend the bylaws of the Corporation, the language of the proposed
amendment), the reasons for conducting the business at the special meeting and
any material interest in the business of such shareholder and any beneficial
owner on whose behalf the proposal is made; and
(3) as to the shareholder giving the notice and any beneficial owner
on whose behalf the nomination or proposal is made, (A) the name and address of
the shareholder, as they appear on the Corporation's books, and of the
beneficial owner, (B) the class and number of shares of capital stock of the
Corporation which are owned beneficially and of record by the shareholder and
the beneficial owner, (C) a representation that the shareholder is a holder of
record of stock of the Corporation entitled to vote at the special meeting and
intends to appear in person or by proxy at the special meeting to propose such
business or nomination, and (D) a representation as to whether the shareholder
or the beneficial owner, if any, intends or is part of a group which intends to
(1) deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (2) otherwise solicit proxies
from shareholders in support of such proposal or nomination. The Corporation may
require any proposed nominee to furnish any other information it reasonably
requires to determine the eligibility of the proposed nominee to serve as a
director of the Corporation.
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(d) GENERAL.
(1) Only persons nominated in accordance with the procedures set forth
in this Section 1.5 shall be eligible to be elected at an annual or special
meeting of shareholders of the Corporation to serve as directors and only such
business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 1.5. Except as otherwise provided by law, the chairman of the meeting
shall have the power and duty to (i) determine whether a nomination or any
business proposed to be brought before an annual or special meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 1.5 and (ii) if any proposed nomination or business is not in
compliance with this Section 1.5 (including whether the shareholder or any
beneficial owner on whose behalf the nomination or proposal is made solicits (or
is part of a group which solicits), or fails to so solicit (as the case may be),
proxies in support of such shareholder's nominee or proposal in compliance with
such shareholder's representation as required by clause (iii)(D) of Section
(a)(2) or clause (iii)(D) of Section (b)(2) of this Section 1.5), to declare
that such nomination shall be disregarded or that such proposed business shall
not be transacted.
(2) For purposes of this Section 1.5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press, PR Newswire or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) A shareholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.5. Nothing in this Section 1.5 shall be
deemed to affect any rights of shareholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.
1.6 CONDUCT OF MEETINGS.
(a) Meetings of shareholders shall be presided over by the Chief Executive
Officer, if that position is filled, or, if there is no Chief Executive Officer,
the President or, in any event, by another chairman designated by the Board of
Directors. The date and time of the opening and the closing of the polls for
each matter upon which the shareholders will vote at a meeting shall be
determined by the chairman of the meeting and announced at the meeting.
(b) The Board of Directors may adopt by resolution any rules and
regulations for the conduct of the meeting of shareholders as it deems
appropriate. Except to the extent inconsistent with rules and regulations as
adopted by the Board of Directors, the chairman of any meeting of shareholders
shall have the exclusive right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of the
chairman, are appropriate for the proper conduct of the meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
prescribed by the chairman of the meeting, may
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include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to shareholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting determines; (iv) restrictions on entry to the
meeting after the time fixed for the commencement thereof; and (v) limitations
on the time allotted to questions or comments by participants. Unless and to the
extent otherwise determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders are not required to be held in accordance with
the rules of parliamentary procedure.
(c) Any annual or special meeting of shareholders may be adjourned only by
the chairman of the meeting from time to time to reconvene at the same or some
other time, date and place, and notice need not be given of any such adjourned
meeting if the time, date and place are announced at the meeting at which the
adjournment occurs. The shareholders present at a meeting shall not have
authority to adjourn the meeting. At the adjourned meeting at which a quorum is
present, the shareholders may transact any business which might have been
transacted at the original meeting. If after the adjournment a new record date
is fixed for the adjourned meeting, notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the meeting.
ARTICLE II
BOARD OF DIRECTORS
2.1 NUMBER AND TERM.
(a) NUMBER. The number of directors constituting the entire Board of
Directors of the Corporation shall be not less than seven nor more than eleven
as fixed from time to time by the Board of Directors, provided, however, that
the number of directors shall not be reduced so as to shorten the term of any
director at the time in office, and provided further, that the number of
directors constituting the entire Board of Directors shall be eleven until
otherwise fixed by the Board of Directors.
(b) ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS. The Board of
Directors shall be divided into three classes designated as Class I, Class II
and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of Directors.
At the first annual meeting of shareholders following the date hereof, the term
of office of the Class I directors shall expire and Class I directors shall be
elected for a full term of three years. At the second annual meeting of
shareholders following the date hereof, the term of office of the Class II
directors shall expire and Class II directors shall be elected for a full term
of three years. At the third annual meeting of shareholders following the date
hereof, the term of office of the Class III directors shall expire and Class III
directors shall be elected for a full term of three years. At each succeeding
annual meeting of shareholders, directors shall be elected for a full term of
three years to succeed the directors of the class whose terms expire at such
annual meeting. Notwithstanding the foregoing provisions of this Section 2.1(b),
each director shall serve until
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his or her successor is duly elected and qualified or until his or her death,
resignation or removal. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
2.2 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be
held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders.
2.3 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chief Executive Officer or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place in or out of Oregon as the place for holding any special meeting of
the Board of Directors called by them.
2.4 NOTICE. Notice of the date, time and place of any special meeting of
the Board of Directors shall be given at least 24 hours prior to the meeting by
notice communicated in person, by telephone, telegraph, teletype, other form of
wire or wireless communication, mail or private carrier. If written, notice
shall be effective at the earliest of (a) when received, (b) three days after
its deposit in the United States mail, as evidenced by the postmark, if mailed
postpaid and correctly addressed, or (c) on the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested and
the receipt is signed by or on behalf of the addressee. Notice by all other
means shall be deemed effective when received by or on behalf of the director.
ARTICLE III
OFFICERS
3.1 APPOINTMENT. The Board of Directors at its first meeting following its
election each year shall appoint a Chief Executive Officer and a Secretary. At
this meeting, or at any other time, the Board of Directors may appoint one of
its members as Chairman of the Board. The Board of Directors may appoint any
other officers, assistant officers and agents. Any two or more offices may be
held by the same person.
3.2 COMPENSATION. The Corporation may pay its officers reasonable
compensation for their services as fixed from time to time by the Board of
Directors.
3.3 TERM. The term of office of all officers commences upon their
appointment and continues until their successors are appointed or until their
resignation or removal.
3.4 REMOVAL. Any officer or agent appointed by the Board of Directors may
be removed by the Board of Directors at any time with or without cause.
3.5 CHAIRMAN OF THE BOARD. The Chairman of the Board, if that office is
filled, shall preside at all meetings of the Board of Directors and shall
perform any duties and responsibilities prescribed from time to time by the
Board of Directors.
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3.6 CHIEF EXECUTIVE OFFICER. Unless otherwise determined by the Board of
Directors, the Chief Executive Officer shall be responsible for the day-to-day
operation of the Corporation. The Chief Executive Officer shall have any other
duties and responsibilities prescribed by the Board of Directors.
3.7 VICE PRESIDENTS. Each Vice President shall perform duties and
responsibilities prescribed by the Board of Directors or the Chief Executive
Officer. The Board of Directors or the Chief Executive may confer a special
title upon a Vice President.
3.8 SECRETARY. The Secretary shall record and keep the minutes of all
meetings of the directors and shareholders in one or more books provided for
that purpose and perform any duties prescribed by the Board of Directors or the
Chief Executive Officer.
ARTICLE IV
ISSUANCE OF SHARES
4.1 ADEQUACY OF CONSIDERATION. The authorization by the Board of Directors
of the issuance of shares for stated consideration shall evidence a
determination by the Board that such consideration is adequate.
4.2 CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be signed, either manually or in facsimile, by two officers of
the Corporation, at least one of whom shall be the Chief Executive Officer or a
Vice President.
ARTICLE V
AMENDMENTS
These Bylaws may be amended or repealed and new Bylaws may be adopted by
the Board of Directors or the shareholders of the Corporation.
Adopted: Effective as of May 19, 2000.
<PAGE>
EXHIBIT 99.1
Press Release:
MedicaLogic, Medscape, and Total eMed Shareholders Approve Merger Plans,
Acquisition
- - - - - - - - -
MEDICALOGIC-MEDSCAPE MERGER EXPECTED TO CLOSE BY MAY 22;
MEDICALOGIC'S ACQUISITION OF TOTAL EMED COMPLETED MAY 11
HILLSBORO, OR, MAY 15 2000
Shareholders of MedicaLogic, Inc. (NASDAQ: MDLI), The Online Health Record
Company(TM), and Medscape, Inc., (NASDAQ NM: MSCP), the leading provider of
authoritative health and medical information on the Internet since 1995,
overwhelmingly approved the merger of the two companies at special meetings held
earlier today. The merger is expected to be completed by May 22, 2000.
MedicaLogic, on May 11, completed its acquisition of Total eMed, Inc., a
privately held company offering a new approach to physician-driven medical
transcription, following shareholders' approval of the transaction.
Upon completion of the merger, the new company will be known as
MedicaLogic/Medscape, Inc. and will trade on the NASDAQ National Market under
the symbol MDLI. It will have more than 1,100 employees working from the
Hillsboro headquarters and from major operational centers in San Francisco, New
York, Nashville and Houston.
"We're pleased that our shareholders recognize the value we intend to create
through this merger," said Mark Leavitt, MD, PhD, currently Chairman and CEO of
MedicaLogic and soon to be Chairman of MedicaLogic/Medscape. "We will be a
company rich in product offerings for physicians, other health professionals and
consumers - from MedicaLogic's industry leading online health records, to
Medscape's authoritative and trusted news and information, to the efficient
online medical transcription services provided by Total eMed. We will have the
complementary products, strategic partnerships, financial strength and
experience necessary to bring real change to 'ehealthcare' by providing our
constituents with health information that matters -- saving lives, money and
time. No other company in our industry is more focused on using the Internet to
increase communication and interaction between physicians, patients and other
health professionals than the new organization that will come from this merger."
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.
Building upon physician acceptance of Logician(R) software, the leading online
health record at integrated delivery networks
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nationwide, MedicaLogic delivers Internet services and communications tools
enabling physicians to manage their health records and their practices. Based in
Hillsboro, Oregon, the company also maintains product development offices in San
Francisco and Houston. Visit our homepage at www.medicalogic.com for additional
information.
MEDICALOGIC AND LOGICIAN ARE REGISTERED TRADEMARKS OF MEDICALOGIC, INC. IN THE
UNITED STATES. THE ONLINE HEALTH RECORD COMPANY, 98POINT6 AND OTHER MEDICALOGIC
LOGOS, PRODUCT NAMES, AND SERVICE NAMES ARE ALSO TRADEMARKS OF MEDICALOGIC,
INC., WHICH MAY BE REGISTERED IN OTHER COUNTRIES. OTHER PRODUCT AND BRAND NAMES
ARE TRADEMARKS OF THEIR RESPECTIVE OWNERS.
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 MEDICALOGIC'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. THE READER IS
CAUTIONED NOT TO PUT UNDUE RELIANCE ON FORWARD-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. FURTHER INFORMATION ON
POTENTIAL FACTORS THAT COULD AFFECT THE COMPANY'S FINANCIAL RESULTS IS INCLUDED
IN THE FORM S-4 AND SUBSEQUENT SEC FILINGS.
ABOUT MEDSCAPE, INC.
Medscape, Inc. (NASDAQ NM: MSCP), a 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 March
31, 2000 Medscape, Inc.'s sites had more than 2.2 million registered members
worldwide, including over 350,000 registered as physicians, one million
registered as allied health professionals and 800,000 registered as consumers.
Medscape.com, www.medscape.com, provides comprehensive, authoritative and timely
medical information and interactive programs to physicians, allied healthcare
professionals and consumers, and includes the following specialty sites and
pages: Medscape Japan, http://japan.medscape.com; Medscape General Medicine, or
MedGenMed, www.medscape.com/journal/MedGenMed, believed to be the first and only
peer-reviewed online general medical journal; Medical Office Management,
http://medoffice.medscape.com; Medscape Nursing, http://nursing.medscape.com;
Medscape Pharmacists, http://pharmacists.medscape.com; Medscape Med Students,
http://medstudents.medscape.com; and Today on Medscape,
http://www.medscape.com/today, featuring the latest health and medical news.
The Company also operates CBSHealthWatch by Medscape,
http://cbs.healthwatch.com, the recently launched consumer site designed to help
families and individuals make better- informed healthcare decisions and to
simplify management of their healthcare needs. Developed jointly with CBS
Corporation, the site provides personalized, authoritative medical
<PAGE>
content written for the consumer, access to professional content on medscape.com
and interactive personal health management tools, such as health diaries. CBS
and the CBS eye device are registered trademarks of CBS Broadcasting Inc.
Investors and security holders are urged to read the definitive joint proxy
statement/prospectus included in the registration statement on Form S-4 filed by
MedicaLogic, Inc. (NASD: MDLI) with the Securities and Exchange Commission (SEC)
in connection with the proposed merger with Medscape, Inc. because it contains
important information. Investors and security holders may obtain a free copy of
the definitive joint proxy statement /prospectus filed by MedicaLogic with the
SEC at the SEC's Web site, www.sec.gov.
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 THE COMPANY'S
EXPECTATIONS.
<PAGE>
EXHIBIT 99.2
CONTACTS: NEWS MEDIA
David Fluhrer
212-760-3138
[email protected]
INVESTORS
Greg Mann
415-678-3370
[email protected]
FOR IMMEDIATE RELEASE
MEDICALOGIC/MEDSCAPE MERGER CREATES A NEW COMPANY
COMBINING ONLINE HEALTH RECORDS
WITH AUTHORITATIVE INFORMATION AT THE POINT OF CARE
NEW MANAGEMENT TEAM FOCUSING ON REVENUES FROM ONLINE HEALTH RECORD LICENSING AND
SUBSCRIPTIONS, ADVERTISING SALES AND SPONSORSHIPS, AND E-COMMERCE TRANSACTIONS
HILLSBORO, OR, MAY 22, 2000 - A new and different company, known initially as
MedicaLogic/Medscape, Inc. (NASDAQ: MDLI), emerged from the eHealthcare industry
today with the stated mission of delivering "health information that matters -
saving time, costs, and even lives" - by combining online health records and
authoritative medical information at the point of patient care.
The new company is setting itself apart from eHealthcare competitors by focusing
on the clinical "front end" of the healthcare system. MedicaLogic/Medscape also
plans to extend its lead in the market by offering its products and services on
an expanded variety of platforms including handheld and wireless devices - and
by enabling physicians to create Online Health Records without changing their
current behavior through the company's offering of integrated Web-based medical
transcription services.
Creation of the new company was announced following the closing of the merger
between MedicaLogic, Inc. and Medscape, Inc., as well as the May 11 acquisition
of Total eMed, Inc. by MedicaLogic. MedicaLogic/Medscape's new top management
team, also announced today, is led by Chairman of the Board and MedicaLogic
founder Mark Leavitt, MD, PhD. Reporting to him are an Office of the Chief
Executive composed of Co-Chief Executives David C. Moffenbeier and Richard D.
Rehm, MD; as well as Executive Vice President and Editor-in-Chief George D.
Lundberg, MD, and Vice Chairman Paul T. Sheils.
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<PAGE>
-2-
"As a result of diligent work by everyone at the three companies, our merger
transactions are now complete, and we are prepared to move forward rapidly
together as a seamlessly integrated company," Dr. Leavitt said. "We now have an
exceptionally talented and experienced team, a powerful array of products and
services, diverse revenue streams, and a sound balance sheet. Our focus on the
physician's work, the patient's needs, and informing their joint decision-making
at the point of care is intense and unmatched within the industry. We deliver
health information that truly matters."
The management team, Dr. Leavitt said, will now focus tightly on development and
marketing of offerings that both support the mission and bring profitability to
the company. Initial concentration will be on these four revenue streams:
- Sales of licenses, subscriptions, and support for Logician(R)
Enterprise online health recorDS systems to integrated healthcare
delivery networks;
- Subscription revenues from Logician Enterprise and sales of the
company's Web-based services and products, including Logician
Internet, a Web-based chart creation application, to individual
physicians;
- Sales of advertising and sponsorships for the MedicaLogic/Medscape
health information sites and other venues primarily to the
pharmaceutical industry; and
- Participation in clinical e-commerce transactions, such as delivery of
laboratory results and transmission of electronic prescriptions.
MedicaLogic/Medscape has more than 1,100 employees working from the Hillsboro,
OR, headquarters and from major operational centers in San Francisco, New York,
Nashville and Houston. As of March 31, more than 12,000 clinicians were
maintaining charts for over 9 million patients using the Online Health Records
products of MedicaLogic/Medscape. The company's two primary health information
sites, medscape.com and CBSHealthWatch, had a combined registered worldwide
membership of more than 2.2 million, with over 350,000 physicians, a million
allied health professionals and 800,000 consumers.
Dr. Leavitt noted these strong competitive advantages and synergies within the
new company:
- For physicians, an array of devices and applications to create Online
Health Records in ways that fit their personal preferences and
workflow, including the use of dictation with Web-based transcription;
- For healthcare providers, ranging from small physician practices to
large integrated delivery networks, a spectrum of Web service
offerings, including creation of Websites, provision of trusted
content, and delivery of applications for physicians and patients;
- For consumers, health information that is authoritative and timely,
newly enhanced by a direct connection with their physicians, including
the ability to access their physician- generated medical records and
communicate with their doctors' offices to ask questions, schedule
appointments and request prescription refills;
- -more-
<PAGE>
-3-
- The ability to help reduce medical errors and improve the quality of
healthcare, as was demonstrated by the company's response to recent
FDA alerts and recalls of several drugs, in which news was translated
into action within an hour, allowing doctors to identify and contact
affected patients immediately;
- Vast online marketing reach, to introduce healthcare professionals and
consumers to its newly expanded array of offerings; and
- The opportunity to invite medscape.com's current strong base of
pharmaceutical advertisers and sponsors to support Online Health
Record products that would deliver content specific to a
practitioner's specialty or a patient's health interest.
MedicaLogic/Medscape, Dr. Leavitt said, also plans to execute on existing
strategic partnerships, including the CBS relationship forged with Medscape last
July that included $150 million in advertising and promotion on CBS media
properties, and exposure on CBS News through the exchange of editorial content
with CBSHealthWatch. Other major partnerships are with National Data
Corporation, America Online, Women.com, CVS.com, PlanetRx, Dell Computer
Corporation and Lernout & Hauspie.
ABOUT MEDICALOGIC/MEDSCAPE, INC.
MedicaLogic/Medscape, Inc. (NASDAQ: MDLI), providing health information that
matters, brings the Internet to the point of care with eHealthcare products and
services for physicians and their patients.
MedicaLogic/Medscape offers Logician(R) software, the leading Online Health
Record for integrated delivery networks nationwide, and Logician Internet, the
Web-based version used by physicians without the need for a significant
computing infrastructure. As of March 31, 2000, over 12,000 clinicians were
maintaining over 9 million electronic patient records through MedicaLogic
products. For current information, please visit www.medicalogic.com.
The company also operates three primary healthcare Web sites, including
medscape.com, www.medscape.com, and CBSHealthWatch, http://cbs.healthwatch.com,
the leading providers of authoritative health and medical information to
professionals and consumers since 1995, and 98point6, www.98point6.com, offering
consumer access to online health records and related services. As of March 31,
2000, medscape.com and CBSHealthWatch had more than 2.2 million registered
members worldwide, including over 350,000 registered as physicians, a million as
allied health professionals and more than 800,000 as consumers.
MEDICALOGIC AND LOGICIAN ARE REGISTERED TRADEMARKS OF MEDICALOGIC/MEDSCAPE, INC.
IN THE UNITED STATES. THE ONLINE HEALTH RECORD COMPANY, 98POINT6 AND OTHER
MEDICALOGIC/MEDSCAPE LOGOS, PRODUCT NAMES, AND SERVICE NAMES ARE ALSO TRADEMARKS
OF MEDICALOGIC/MEDSCAPE, INC., WHICH MAY BE REGISTERED IN OTHER COUNTRIES. OTHER
PRODUCT AND BRAND NAMES ARE TRADEMARKS OF THEIR RESPECTIVE OWNERS. CBS AND THE
CBS EYE DEVICE ARE REGISTERED TRADEMARKS OF CBS BROADCASTING INC.
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 MEDICALOGIC/MEDSCAPE'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. THE READER IS CAUTIONED NOT TO PUT UNDUE RELIANCE ON FORWARD-
LOOKING STATEMENTS, WHICH ARE NOT A GUARANTEE OF FUTURE PERFORMANCE AND ARE
SUBJECT TO A NUMBER OF UNCERTAINTIES AND OTHER FACTORS, MANY OUTSIDE
MEDICALOGIC/MEDSCAPE, INC.'S CONTROL. FURTHER INFORMATION ON POTENTIAL FACTORS
THAT COULD AFFECT THE COMPANY'S FINANCIAL RESULTS IS INCLUDED IN THE COMPANY'S
FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
###
