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
Date of Report (Date of earliest event reported): February 21, 2000
MEDICALOGIC, INC.
(Exact name of registrant as specified in its charter)
Oregon 000-28285 93-0890696
(State of other jurisdiction (Commission File Number) (I.R.S. Employer
incorporation or organization) dentification No.)
20500 NW Evergreen Parkway
Hillsboro, Oregon 97124
(Address of principal executive offices)
(503) 531-7000
(Registrant's telephone number,
including area code)
Item 5. Other Events.
On February 21, 2000, MedicaLogic, Inc., an Oregon corporation
("MedicaLogic"), AQ Merger Corp., a Delaware corporation and wholly owned
subsidiary of MedicaLogic ("AQ"), and Total eMed, Inc., a Delaware corporation
("Total eMed"), entered into an Agreement of Reorganization and Merger (the
"Total eMed Merger Agreement"), a copy of which is attached hereto as Exhibit
99.1 and incorporated by reference herein. Pursuant to the terms of the Total
eMed Merger Agreement, AQ would merge with and into Total eMed (the "Total eMed
Merger"), subject to certain conditions being satisfied or waived. Pursuant to
the Total eMed Merger Agreement, each share of Total eMed Common Stock, $0.001
par value, would be converted into the right to receive .8070437 shares of
MedicaLogic Common Stock. Conditions to the consummation of the Total eMed
Merger include the receipt of regulatory approvals and approval by the
shareholders of MedicaLogic and Total eMed. Certain shareholders of MedicaLogic
holding approximately 34.9% of the outstanding shares of MedicaLogic have
entered into agreements to vote their MedicaLogic shares in favor of the Total
eMed Merger, and certain shareholders of Total eMed holding approximately 81% of
the outstanding common stock, 60% of the outstanding Series A preferred stock,
99.8% of the outstanding Series B preferred stock, and 99.8% of the outstanding
Series C preferred stock of Total eMed have entered into agreements to vote
their Total eMed shares in favor of the Total eMed Merger.
On February 21, 2000, MedicaLogic, Inc., an Oregon corporation
("MedicaLogic"), Moneypenny Merger Corp., a Delaware corporation and wholly
owned subsidiary of MedicaLogic ("Moneypenny"), and Medscape, Inc., a Delaware
corporation ("Medscape"), entered into an Agreement of Reorganization and Merger
(the "Medscape Merger Agreement"), a copy of which is attached hereto as Exhibit
99.2 and incorporated by reference herein. Pursuant to the terms of the Medscape
Merger Agreement, Moneypenny would merge with and into Medscape (the "Medscape
Merger"), subject to certain conditions being satisfied or waived. Pursuant to
the Medscape Merger Agreement, each outstanding share of Medscape Common Stock,
$0.01 par value, would be converted into the right to receive .323 of a share of
MedicaLogic Common Stock. Conditions to the consummation of the Medscape Merger
include the receipt of regulatory approvals and approval by the shareholders of
MedicaLogic and Medscape. Certain shareholders of MedicaLogic holding
approximately 34.9% of the outstanding shares of MedicaLogic have entered into
agreements to vote their MedicaLogic shares in favor of the Medscape Merger, and
certain shareholders of Medscape holding approximately 40.3% of the outstanding
shares of Medscape have entered into agreements to vote their Medscape shares in
favor of the Medscape Merger.
On February 22, 2000, MedicaLogic, Total eMed and Medscape issued a
joint press release announcing the execution of the merger agreements, which
press release is attached hereto as Exhibit 99.3 and incorporated herein by
reference.
The foregoing summaries of the merger agreements are qualified in their
entirety by reference to the full agreements which are attached hereto as
exhibits.
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The information set forth above shall not be deemed to constitute an
offer to sell any security. Any such offer to sell will be made only by means of
a prospectus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
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2.1 Agreement of Reorganization and Merger dated as of
February 21, 2000 among MedicaLogic, Inc., Total eMed,
Inc. and AQ Merger Corp.*
2.2 Agreement of Reorganization and Merger dated as of
February 21, 2000 among MedicaLogic, Inc., Medscape,
Inc. and Moneypenny Merger Corp.*
99.1 Text of Joint Press Release, dated February 22, 2000,
titled "MedicaLogic and Medscape Agree to Merge;
MedicaLogic Also to Acquire Total eMed."
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*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. MedicaLogic agrees to supplementally furnish
to the Commission a copy of any such exhibit or schedule upon request.
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Signatures
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Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 7, 2000 MEDICALOGIC, INC.
By FRANK J. SPINA
-------------------------------------
Frank J. Spina
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Ex. No. Description
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2.1 Agreement of Reorganization and Merger dated as of February 21,
2000 among MedicaLogic, Inc., Total eMed, Inc. and AQ Merger
Corp.
2.2 Agreement of Reorganization and Merger dated as of February 21,
2000 among MedicaLogic, Inc., Medscape, Inc. and Moneypenny
Merger Corp.
99.1 Text of Joint Press Release, dated February 22, 2000, titled
"MedicaLogic and Medscape Agree to Merge; MedicaLogic Also to
Acquire Total eMed."