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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DRKOOP.COM, INC.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
262098106
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(CUSIP Number)
Marshall S. Geller
433 N. Camden Drive, Suite 500
Beverly Hills, California 90210
(310) 553-0177
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 2000
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(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 which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ].
(Continued on the following page)
Page 1 of 12 Pages
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SCHEDULE 13D
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CUSIP No. Page 2 of 13
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1 NAME OF REPORTING PERSON
Marshall S. Geller
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,571,428 shares*
OWNED BY EACH -----------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
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9 SOLE DISPOSITIVE POWER
2,571,428 shares*
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10 SHARED DISPOSITIVE POWER
0 shares*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,571,428 shares*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (based on 34,912,016 shares of drkoop.com, Inc.'s Common Stock
outstanding as of July 31, 2000 as reported on the cover of the Company's
Form 10-Q filed August 21, 2000)
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14 TYPE OF REPORTING PERSON
IN
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*See response to Item 5(a).
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Item 1. Security and Issuer.
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This statement relates to the common stock, par value $0.001 per share
(the "Common Stock") of drkoop.com, Inc., a Delaware corporation (the
"Company"), with its principal executive offices located at 7000 N. Mopac, Suite
400, Austin, Texas 78731.
Item 2. Identity and Background.
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(a) This statement is being filed by Marshall S. Geller, an
individual.
(b) Mr. Geller's business address is 433 N. Camden Drive, Suite 500,
Beverly Hills, California 90210.
(c) Mr. Geller is an investment banker.
(d) Mr. Geller has not during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Geller has not during the last five years been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is 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.
(f) Mr. Geller is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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The securities covered by this statement were acquired by Mr. Geller
using personal funds.
Item 4. Purpose of Transaction.
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On August 25, 2000, the Company completed a private placement exempt
from registration under the Securities Act of 1933, as amended, of 2,759,000
shares of its Series D 8% Convertible Preferred Stock (the "Preferred Stock")
for $10.00 per share to accredited investors. The Preferred Stock is initially
convertible into 78,571,428 shares of common stock. In connection with the
private placement, Mr. Geller purchased 50,000 shares of Preferred Stock, which
are initially convertible into 1,428,571 shares of Common Stock, for a purchase
price of $500,000. In addition, in connection with the private placement, Mr.
Geller received a warrant to purchase 1,142,857 shares of Common Stock at a
purchase price of $0.35 per share (the "Investor Warrant," a form of which is
attached hereto as Exhibit 1). Following compliance with applicable SEC
regulations, the Company expects to reconstitute its Board of Directors, and Mr.
Geller is expected to be named to the Company's Board of Directors at such time.
Prior to the private placement transaction, Mr. Geller did not own any debt or
equity securities (including convertible securities) of the Company.
Mr. Geller acquired the Preferred Stock and the Investor Warrant for
investment purposes. Mr. Geller intends to review his investment in the Company
from time to time. Subject to the limitations set forth herein and depending
upon (i) the price and availability of the Preferred Stock and the Common Stock,
(ii) subsequent developments affecting the Company, (iii) the Company's business
and prospects, (iv) other investment and business opportunities available to Mr.
Geller, (v) general stock market and
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economic conditions, (vi) tax considerations, and (vii) other factors deemed
relevant, Mr. Geller may decide to increase or decrease the size of his
investment in the Company.
Except as described in this Schedule 13D, Mr. Geller does not have any
present plan or proposal which relates to, or could result in, any of the events
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, Mr. Geller will continue to review the business of the Company and,
depending upon one or more of the factors referred to above, may in the future
propose that the Company take one or more of such actions.
Item 5. Interest in Securities of the Issuer.
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(a) Mr. Geller acquired 50,000 shares of Preferred Stock, which are
initially convertible into 1,428,571 shares of Common Stock. In addition, Mr.
Geller received an Investor Warrant to purchase 1,142,857 shares of Common
Stock. Assuming the conversion of the warrant and all shares of Preferred Stock
owned by Mr. Geller into Common Stock, Mr. Geller would own an aggregate of
2,571,428 shares of Common Stock. Following the issuance of all such shares,
based on 34,912,016 shares of Common Stock outstanding (and excluding
outstanding options and warrants), such shares would constitute approximately
6.9% of the Common Stock.
(b) Mr. Geller has the sole power to vote or to direct the vote and
dispose or to direct the disposition of 2,571,428 shares of Common Stock.
(c) None, to the knowledge of Mr. Geller.
(d) None, to the knowledge of Mr. Geller.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Certain members of the Company's management team separately entered
into Lock-Up Agreements with Commonwealth in the form of Exhibit 2 attached
hereto (the "Lock-Up Agreements"). Pursuant to the Lock-Up Agreements, for a
period of twelve months from the date of the final closing of the private
placement, none of the signatories thereto may transfer any securities of the
Company held by such person or acquired by such person during the lock-up
period, unless such restrictions are waived by the placement agent in the
private placement. The Investor Warrant acquired by Mr. Geller is subject to a
lock-up provision which is coterminous with that of the Lock-Up Agreements.
In addition, in connection with the private placement, as a condition
to acquiring the Preferred Stock, each subscriber separately agreed with the
Company to vote in favor of (a) an amendment to the Certificate of Incorporation
to increase the number of authorized shares of Common Stock and (b) granting
certain options to the Company's new management team and approving a related new
option plan to the extent such approval is required. Mr. Geller executed such an
agreement. Mr. Geller does not believe such agreement causes him to be
considered to be acting in concert with or a member of a group with other
investors who subscribed for Preferred Stock.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1. Form of Investor Warrant, by and between drkoop.com, Inc., a
Delaware corporation and the holder thereof.
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Exhibit 2. Form of Lock-Up Agreement, by and between Commonwealth
Associates, L.P. and the signatory thereto.
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SIGNATURE
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.
Dated: September 1, 2000 MARSHALL S. GELLER
By: /s/ Marshall S. Geller
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Marshall S. Geller
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EXHIBIT INDEX
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Exhibit 1. Form of Investor Warrant, by and between drkoop.com, Inc., a
Delaware corporation and the holder thereof.
Exhibit 2. Form of Lock-Up Agreement, by and between Commonwealth
Associates, L.P. and the signatory thereto.
