SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
MedicaLogic/Medscape, Inc. (F/K/A/MedicaLogic, Inc.)
----------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
584642102
---------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
--------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 4, 2001
---------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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
disclosures provided in a prior cover page.
The information required on 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 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 92 Pages
Exhibit Index: Page 16
<PAGE>
SCHEDULE 13D
CUSIP NO. 584642102 Page 2 of 92 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Cayman Islands
Number of 7 Sole Voting Power
Shares 4,509,596
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 4,509,596
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,509,596
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.70%
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 584642102 Page 3 of 92 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 4,509,596
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 4,509,596
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,509,596
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.70%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 584642102 Page 4 of 92 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 4,509,596
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 4,509,596
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,509,596
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.70%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 584642102 Page 5 of 92 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 4,509,596
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 4,509,596
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,509,596
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.70%
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 584642102 Page 6 of 92 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SFM DOMESTIC INVESTMENTS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
00
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares 4,509,596
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 4,509,596
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,509,596
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
7.70%
14 Type of Reporting Person*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 584642102 Page 7 of 92 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
Number of 7 Sole Voting Power
Shares 9,019,192
Beneficially
Owned By 8 Shared Voting Power
Each 0
Reporting
Person 9 Sole Dispositive Power
With 9,019,192
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
9,019,192
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
14.66%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 92 Pages
This Statement on Schedule 13D relates to shares of Common Stock, no
par value per share (the "Shares"), of MedicaLogic/Medscape, Inc. (f/k/a
MedicaLogic, Inc.) (the "Issuer"). Certain of the securities reported herein
were previously reported on Schedule 13G, the last amendment of which was filed
on July 6, 2000. This Statement is being filed to report that certain of the
Reporting Persons (as defined herein) have entered into an agreement with the
Issuer, pursuant to which each of QIP and SFM Domestic (as such terms are
defined herein) has acquired additional securities of the Issuer.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the principal
executive office of the Issuer is 20500 NW Evergreen Parkway, Hillsboro, Oregon
97124.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC ("QIP");
ii) QIH Management Investor, L.P. (QIHMI");
iii) QIH Management, Inc. ("QIH Management");
iv) Soros Fund Management LLC ("SFM LLC");
v) SFM Domestic Investments LLC ("SFM Domestic"); and
vi) Mr. George Soros ("Mr. Soros").
This Statement relates to the Shares held for the accounts of QIP and
SFM Domestic.
The Reporting Persons
QIP, QIHMI and QIH Management
-----------------------------
QIP is a Cayman Islands exempted limited duration company with its
principal address at Kaya Flamboyan 9, Willemstad, Curacao, Netherlands
Antilles. The principal business of QIP is investment in securities. Current
information concerning the identity and background of the directors and officers
of QIP is set forth in Annex A hereto, which is incorporated by reference in
response to this Item 2.
QIHMI, an investment advisory firm organized as a Delaware limited
partnership, is a minority shareholder of, and (pursuant to constituent
documents of QIP) is vested with investment discretion with respect to the
portfolio assets held for the account of, QIP. The principal business of QIHMI
is to provide management and advisory services to, and to invest in, QIP. QIH
Management, a Delaware corporation of which Mr. Soros is the sole shareholder,
is the sole general partner of QIHMI. The principal business of QIH Management
is to serve as the sole general partner of QIHMI. QIHMI and QIH Management have
their principal offices at 888 Seventh Avenue, 33rd Floor, New York, New York
10106. Current information concerning the identity and background of the
directors and officers of QIH Management is set forth in Annex A hereto, which
is incorporated by reference in response to this Item 2. QIHMI, by reason of its
investment discretion over the securities owned by QIP, and QIH Management, as
the sole general partner of QIHMI, may each be deemed the beneficial owner of
the securities held for the account of QIP for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act").
<PAGE>
Page 9 of 92 Pages
Mr. Soros has entered into an agreement dated as of January 1, 1997
with SFM LLC pursuant to which Mr. Soros has, among other things, agreed to use
his best efforts to cause QIH Management, as the general partner of QIHMI, to
act at the direction of SFM LLC, which agreement to so act shall terminate upon
the earlier of (a) the assignment to SFM LLC of the legal and beneficial
ownership interest in QIH Management and (b) the assignment to SFM LLC of the
general partnership interest in QIHMI (the "QIP Contract").
SFM LLC, SFM Domestic and Mr. Soros
-----------------------------------
SFM LLC, a Delaware limited liability company, has its principal
office at 888 Seventh Avenue, 33rd Floor, New York, New York 10106. Its
principal business is to serve, pursuant to contract, as the principal
investment manager to several foreign investment companies (the "SFM Clients").
Mr. Soros, as Chairman of SFM LLC, has the ability to direct the investment
decisions of SFM LLC and as such may be deemed to have investment discretion
over the securities held for the accounts of the SFM Clients.
The principal occupation of Mr. Soros, a United States citizen, is his
direction of the activities of SFM LLC, which is carried out in his capacity as
Chairman of SFM LLC at SFM LLC's principal office.
Pursuant to regulations promulgated under Section 13(d) of the Act, by
virtue of the provisions of the QIP Contract, SFM LLC, and Mr. Soros, in his
capacity as Chairman of SFM LLC, each may be deemed a beneficial owner of the
securities held for the account of QIP.
SFM Domestic is a Delaware limited liability company with its
principal address at 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
The principal business of SFM Domestic is investment in securities. Mr. Soros is
the sole managing member of SFM Domestic and in such capacity may be deemed to
be the beneficial owner of the securities held for the account of SFM Domestic.
During the past five years, none of the Reporting Persons and, to the
best of the Reporting Persons' knowledge, no other person identified in response
to this Item 2 has been (a) convicted in a criminal proceeding or (b) a party to
any civil proceeding as a result of which it or he has been 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 Consideration.
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 3.
The securities held for the accounts of QIP and SFM Domestic may be
held through margin accounts maintained with brokers, which extend margin credit
as and when required to open or carry positions in their margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firms' credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of QIP and/or SFM Domestic were acquired or
disposed of for investment purposes. Except as set forth below and in Item 6,
neither the Reporting Persons nor, to the best of their knowledge, any of the
other persons identified in response to Item 2, has any plans or proposals that
relate to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
<PAGE>
Page 10 of 92 Pages
Neal Moszkowski ("Mr. Moskowski"), an employee of Soros Private Funds
Management LLC, an affiliate of SFM LLC, and a non-managing member of SFM
Domestic, is a director of the Issuer. As a director of the Issuer, Mr.
Moszkowski may have influence over the corporate activities of the Issuer,
including activities which may relate to transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of 4,509,596 Shares (approximately 7.70% of the total
number of Shares outstanding assuming the exercise and conversion of all of the
securities held for the account of QIP). This number consists of A) 1,568,421
Shares held for the account of QIP, B) 1,666,666 Shares issuable upon the
conversion of 1,666,666 shares of Series 1 Convertible Redeemable Preferred
Stock (the "Series 1 Preferred Stock") and C) 1,274,509 Shares issuable upon the
exercise of warrants held for the account of QIP.
(ii) SFM Domestic may be deemed to beneficial owner of 4,509,596
shares (approximately 7.70% of the total number of Shares outstanding assuming
the exercise and conversion of all the securities held for its account). This
number consists of A) 1,568,421 Shares held for its account, B) 1,666,666 Shares
issuable upon the conversion of 1,666,666 shares of Series 1 Preferred Stock and
C) 1,274,509 Shares issuable upon the exercise of warrants held for its account.
(iii)Mr. Soros may be deemed the beneficial owner of 9,019,192 Shares
(approximately 14.66% of the total number of Shares outstanding assuming the
exercise and conversion of all of the securities held for the accounts of QIP
and SFM Domestic). This number consists of A) 1,568,421 Shares held for the
account of QIP, B) 1,568,421 Shares held for the account of SFM Domestic, C)
1,666,666 Shares issuable upon the conversion of the 1,666,666 shares of Series
1 Preferred Stock held for the account of QIP, D) 1,274,509 Shares issuable upon
the exercise of warrants held for the account of QIP, E) 1,666,666 Shares
issuable upon the conversion of the 1,666,666 shares of Series 1 Preferred Stock
held for the account of SFM Domestic and F) 1,274,509 Shares issuable upon the
exercise of warrants held for the account of SFM Domestic.
(b) (i) Each of QIP, QIHMI, QIH Management, SFM LLC (by virtue of the
QIP contract) and Mr. Soros (as a result of his position with SFM LLC) may be
deemed to have the sole power to direct the voting and disposition of the
4,509,596 Shares held for the account of QIP (assuming the conversion of all
Series 1 Preferred Stock and the exercise of all warrants held for the account
of QIP.)
(ii) Each of SFM Domestic and Mr. Soros (in his capacity as sole
managing member of SFM Domestic) may be deemed to have sole power to direct the
voting and disposition of the 4,509,596 Shares held for the account of SFM
Domestic (assuming the conversion of all Series 1 Preferred Stock and the
exercise of all warrants held for the account of SFM Domestic.)
(c) Except as set forth in Item 6 below, there have been no
transactions effected with respect to the Shares since November 17, 2000 (60
days prior to the date hereof) by any of the Reporting Persons.
(d) (i) The shareholders of QIP, including Quantum Industrial
Holdings, Ltd., a British Virgin Islands international business company, have
the right to participate in the receipt of dividends from, or proceeds from the
sales of, the Shares held for the account of QIP in accordance with their
ownership interests in QIP.
(ii) Certain members of SFM Domestic, including Mr. Soros, have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held for the account of SFM Domestic.
<PAGE>
Page 11 of 92 Pages
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
On December 22, 2000, QIP and SFM Domestic entered into a Preferred
Stock and Warrant Purchase Agreement with the Issuer, as amended by the First
Amendment, dated as of December 22, 2000 (the "Purchase Agreement"), (copies of
which are incorporated by reference hereto as Exhibits D and G respectively, and
incorporated herein by reference in response to this Item 6). Pursuant to the
Purchase Agreement, each of QIP and SFM Domestic purchased (i) 1,666,666 shares
of the "Series 1 Preferred Stock" and (ii) warrants to purchase up to an
aggregate of 1,274,509 shares of common stock (the "Warrant Shares"), at an
exercise price of $0.01 per share, for an aggregate purchase price of
$4,999,998.00 each. (A form of the Common Stock Purchase Warrant is incorporated
by reference hereto as Exhibit F and incorporated herein by reference in
response to this Item 6.) The purchase price was paid via forgiveness of Demand
Promissory Notes issued on December 29, 2000 by the Issuer in the same amounts
to each of SFM Domestic and QIP.
For a period of one year, neither the warrant nor the Warrant Shares
are transferable separately from the associated number of shares of Series 1
Preferred Stock (for each Warrant Share, this equals 1.307603565 shares of
Series 1 Preferred Stock). The preferred stock is convertible into common stock
on a share for share basis at the election of the holders thereof or
automatically if (i) at any time after the one year anniversary of the issuance
of the Series 1 Preferred Stock, the market price of the common stock achieves a
value which is at least five (5) times the value of the Series 1 Conversion
Price (as defined in the Articles of Amendment to the 1999 Restated Articles of
Incorporation of the Issuer filed with the Secretary of State of the State of
Oregon on January 4, 2001 (the "Amended Articles") (a copy of which is
incorporated by reference hereto as Exhibit H and incorporated herein by
reference to this Item 6)), which is initially $3.00 or (ii) there is a merger,
consolidation, reorganization or sale of all or substantially all of the
Issuer's assets pursuant to which the then outstanding common stock shall be
converted into or exchanged for cash and/or fully-registered marketable
securities at a price per share at least equal to five (5) times the value of
the Series 1 Conversion Price. The Series 1 Conversion Price is subject to
adjustment for stock splits, dividends, combinations or other reclassifications
of common stock, or equivalents of common stock and certain issuances of common
stock or equivalents of common stock below the Series 1 Conversion Price.
The Series 1 Preferred Stock is redeemable for 100% of the purchase
price plus accrued but unpaid dividends only if (i) there is a change of control
in which the then outstanding common stock is not converted into or exchanged
for cash and/or fully-registered marketable securities at a price per share at
least equal to five (5) times the value of the Series 1 Conversion Price or (ii)
the Issuer fails to obtain the shareholder approval (the "Shareholder Approval")
contemplated by Section 4.2(b) of the Purchase Agreement for the issuance of
shares of common stock in excess of 20% of the amount of shares of common stock
outstanding as of the closing to the holders of Series 1 Preferred Stock, if
such issuance is required by operation of the anti-dilution provisions of the
Amended Articles.
The holders of Series 1 Preferred Stock are entitled to appoint a
director to the Issuer's Board of Directors and, pursuant to Section 7 of the
Amended Articles, a majority of such holders must approve (i) a liquidation of
the Issuer, including a sale transaction deemed to be a liquidation pursuant to
the Amended Articles, (ii) a transfer of more than 50% of the voting power of
the Issuer, (iii) material transactions valued at more than $5,000,000, (iv) the
declaration or payment of any dividends, (v) redemption of any shares or other
indebtedness of the Issuer, (vi)affiliate transactions (other than with wholly
owned subsidiaries) and (vii) adverse changes to the terms of the Series 1
Preferred Stock or the creation of a senior or pari passu class of stock.
Pursuant to Section 3.1 of the 2000 Second Amended and Restated Investor Rights
Agreement (the "Investor Rights Agreement") (a copy of which is incorporated by
reference hereto as Exhibit E and incorporated herein by reference in response
to this Item 6) entered into at closing, the shareholders signatory thereto
agree to vote shares of common stock or preferred stock held by such shareholder
in favor of the Shareholder Approval.
<PAGE>
Page 12 of 92 Pages
From time to time, each of the Reporting Persons may lend portfolio
securities to brokers, banks or other financial institutions. These loans
typically obligate the borrower to return the securities, or an equal amount of
securities of the same class, to the lender and typically provide that the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
laws, each of the Reporting Persons may borrow securities, including the Shares,
for the purpose of effecting, and may effect, short sale transactions, and may
purchase securities for the purpose of closing out short positions in such
securities.
The foregoing description of the Purchase Agreement, the Investor
Rights Agreement, the Amended Articles and the Common Stock Purchase Warrant do
not purport to be complete and are qualified in their entirety by the terms of
each such document which are incorporated herein by reference.
Except as set forth herein, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
<PAGE>
Page 13 of 92 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: January 16, 2001 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
Date: January 16, 2001 QIH MANAGEMENT INVESTOR, L.P.
By: QIH MANAGEMENT, INC.,
its General Partner
By: /S/ RICHARD D. HOLAHAN, JR.
--------------------------------
Richard D. Holahan, Jr.
Secretary
Date: January 16, 2001 QIH MANAGEMENT, INC.
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------------
Richard D. Holahan, Jr.
Secretary
Date: January 16, 2001 SOROS FUND MANAGEMENT LLC
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------------
Richard D. Holahan, Jr.
Assistant General Counsel
Date: January 16, 2001 SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
Page 14 of 92 Pages
Date: January 14, 2001 GEORGE SOROS
By: /S/ RICHARD D. HOLAHAN, JR.
------------------------------------
Richard D. Holahan, Jr.
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Page 15 of 92 Pages
ANNEX A
Directors and Officers of Quantum Industrial Partners LDC
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
<S> <C> <C>
Curacao Corporation Managing Director of Kaya Flamboyan 9
Company N.V. Netherlands Antilles Willemstad
Managing Director corporations Curacao,
(Netherlands Antilles) Netherlands Antilles
Inter Caribbean Services Limited Administrative services Citco Building
Secretary Wickhams Cay
(British Virgin Islands) Road Town
Tortola
British Virgin Islands
Directors and Officers of QIH Management, Inc.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Frank V. Sica Managing Partner of Soros Private Equity 888 Seventh Avenue
Director and President Partners LLC 28th Floor
(United States) New York, NY 10106
Michael C. Neus Deputy General Counsel of SFM LLC and 888 Seventh Avenue
Director and Vice President General Counsel of Soros Private Funds 33rd Floor
(United States) Management LLC New York, NY 10106
Eve Mongiardo Chief Financial Officer of Soros Private 888 Seventh Avenue
Director and Treasurer Funds Management LLC 28th Floor
(United States) New York, NY 10106
Richard D. Holahan, Jr. Assistant General Counsel of 888 Seventh Avenue
Secretary SFM LLC 33rd Floor
(United States) New York, NY 10106
To the best of the Reporting Persons' knowledge /1/:
(a) None of the above persons hold any Shares. /1/
(b) None of the above persons has any contracts, arrangements, understandings or
relationships with respect to the Shares. /1/
----------
/1/ Certain persons may have an interest in SFM Domestic.
</TABLE>
<PAGE>
Page 16 of 92 Pages
EXHIBIT INDEX
Page No.
-------
A. Joint Filing Agreement, dated as of January 16, 2001, by and
among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Soros Fund Management
LLC, SFM Domestic Investments LLC and George
Soros....................................................... 17
B. Power of Attorney, dated as of January 27, 2000, granted by
Mr. George Soros in favor of Mr. Michael C. Neus and Mr.
Richard D. Holahan, Jr...................................... 19
C. Power of Attorney, dated as of January 24, 2000, granted by
Quantum Industrial Partners LDC in favor of Mr. Michael C.
Neus and Mr. Richard D. Holahan, Jr......................... 20
D. Preferred Stock and Warrant Purchase Agreement, dated Dec
22, 2000, by and among MedicaLogic/Medscape, Inc. and
certain investors, including Quantum Industrial Partners LDC
and SFM Domestic Investments LLC............................ 21
E. 2000 Second Amended and Restated Investor Rights Agreement
dated January 4, 2001, by and among MedicaLogic/Medscape,
Inc. and certain investors, including Quantum Industrial
Partners, LDC and SFM Domestic Investments
LLC......................................................... 42
F. Form of Common Stock Purchase Warrant....................... 61
G. First Amendment to the Preferred Stock and Warrant Agreement
dated as of December 22, 2000, by and among
MedicaLogic/Medscape, Inc. and certain investors, including
Quantum Industrial Partners LDC and SFM Domestic Investments
LLC......................................................... 71
H. Articles of Amendment to the 1999 Restated Articles of
Incorporation of MedicaLogic/Medscape, Inc. filed on January
4, 2001 .................................................... 76
