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 19, 1998 --------------- HEALTHDESK CORPORATION (Exact name of registrant as specified in its charter) California 0-21819 94-3165144 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer) incorporation or organization) Identification No.) 2560 Ninth Street, Suite 220 94710 Berkeley, California (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 883-2160 Item 5. Other Events. On February 19, February 24, and February 25, 1998, the Company completed the sale of 300,000, 50,000 and 50,000 shares of Common Stock for aggregate gross proceeds of $600,000, $100,000, and $100,000, respectively. Item 7. Exhibits. (a) The following Exhibit is attached hereto and filed hereby: 99.1 Unaudited Statement of Operations for the one month ended January 31, 1998, and pro-forma unaudited Balance Sheets as of January 31, 1998, giving effect to the $800,000 in proceeds from Common Stock sales received in February 1998 SIGNATURES 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. HEALTHDESK CORPORATION. Date: February 25, 1998 By: /s/ Timothy S. Yamauchi ------------------------------ Timothy S. Yamauchi, Chief Financial Officer, Secretary and Treasurer INDEX TO EXHIBITS Sequentially Exhibit Document Numbered Page ------- -------- --------------- 99.1 Unaudited Statement of Operations for the one month ended January 31, 1998, and pro-forma unaudited Balance Sheets as of January 31, 1998.