UNITED STATES
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
November 15, 1999
-------------------------------------------------
(Date of Report)
Claimsnet.com inc.
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 001-14665 75-2649230
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12801 N. Central Expressway, Suite 1515, Dallas, Texas 75243
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(972) 458-1701
------------------------------------------------------------
(Registrant's telephone number, including area code)
None
----------------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
GENERAL
Effective October 27, 1999, Claimsnet.com inc., a Delaware corporation
(the "Company"), entered into a strategic relationship with McKesson HBOC, Inc.
("McKesson HBOC"), a leading health care supply management company in North
America which provides software solutions, technological innovation and
comprehensive services to the health care industry, pursuant to which the
Company and McKesson HBOC (i) entered into a Development and Services Agreement
(the "License Agreement") relating to a portion of the proprietary technology of
the Company and (ii) McKesson HBOC acquired the right to acquire an interest in
the Company, together with registration rights relating to the disposition of
such interest.
LICENSE AGREEMENT
The License Agreement provides that the Company shall convert its
Services.now service and related Web interface to integrate with the existing
EDI system of McKesson HBOC and will provide for McKesson HBOC a unique look and
feel approved thereby together with graphical changes and content approved
thereby. The Company commenced the development of the software and related
documentation to be delivered pursuant to the License Agreement immediately
following the execution of such agreement. In consideration for such development
efforts, the Company will be paid a development fee in installments subject to
the completion of designated milestones.
The License Agreement grants to McKesson HBOC a license to such
software and related documentation for a period of three years commencing on the
date that the software in final form is brought fully on line by McKesson HBOC
and used to process transactions for the clients of McKesson HBOC (the "Live
Processing Date"). In consideration for such license, the Company will be paid
license fees in three equal installments, one of which is within 30 days of the
Live Processing Date, the second of which is on the first anniversary of the
Live Processing Date, and the third of which is on the second anniversary of the
Live Processing Date.
In addition, pursuant to the License Agreement, McKesson HBOC shall pay
to the Company a monthly subscription fee and transaction fees per HCFA, per
paper claim, per remittance advice, and per statement in certain circumstances.
WARRANTS
In connection with the execution of the License Agreement, the Company
entered into a Securities Purchase Agreement whereby, among other things, the
Company issued McKesson a warrant exercisable for an aggregate of 819,184 shares
of the Company's common stock, or 10% of the Company's common stock on a
fully-diluted basis (the "Warrant") on the effective date of such agreement. The
Warrants are exercisable though October 27, 2002. In addition, the Company
entered into a Registration Rights Agreement with McKesson which allows
McKesson, subject to
certain conditions, to register the shares of the Company's common stock
issuable upon exercise of the Warrant, pursuant to the Securities Act of
1933, as amended.
A copy of the press release disclosing information relating to the
consummation of the transaction and certain related matters is attached as an
exhibit to this report.
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 hereunto duly authorized.
DATED: NOVEMBER 15, 1999
CLAIMSNET.COM INC.
BY: /s/ BO W. LYCKE
----------------------------------
BO W. LYCKE
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT, AND CHIEF EXECUTIVE OFFICER