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
Date of Report (Date of earliest event reported): January 9, 2001
MEDICONSULT.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 000.29282 84-1341886
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
560 White Plains Road, 4th Floor, Tarrytown, NY 10591
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 332-6100
1330 Avenue of the Americas, 17th Floor, New York, NY 10019
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
On January 9, 2001, Mediconsult.com, Inc., a Delaware corporation (the
"Company"), entered into an Agreement and Plan of Merger, dated as of January 9,
2001 (the "Merger Agreement"), with Andrx Corporation, a Delaware corporation
("Andrx"), and Mediconsult Acquisition Corp., a Delaware corporation and wholly
owned subsidiary of Andrx ("Merger Sub"), pursuant to which Merger Sub will
merge with and into the Company, with the Company being the surviving
corporation and becoming a wholly owned subsidiary of Andrx (the "Merger") on
the terms and subject to the conditions set forth in the Merger Agreement.
Pursuant to the Merger, each share of the Company will be canceled and
automatically converted into the right to receive 0.143 shares of Cybear Inc.
tracking stock ("Cybear Group Stock"), subject to adjustment. Upon completion of
the transaction, approximately 57% of the Cybear Group Stock will be held by
existing holders of Cybear Group Stock, 20% by existing Mediconsult
stockholders, and 23% by certain Mediconsult debtors who have agreed to
restructure their debt as equity.
The Merger is subject to various conditions set forth in the Merger
Agreement, including the consummation of certain agreements that will
restructure certain of Mediconsult's existing debt and otherwise reduce much of
Mediconsult's operating losses and the approval of the Merger Agreement by the
stockholders of the Company.
In addition, in anticipation of the closing of this transaction, Cybear
Inc. ("Cybear") has agreed to provide the Company with interim financing.
The foregoing summary is qualified in its entirety by reference to
Exhibits 2.1, 9.1, 10.1, 10.2, 10.3, 10.4 and 99.1, which are attached hereto
and, respectively, consist of (1) the Merger Agreement, (2) the Voting
Agreement, dated January 9, 2001, (3) the Breakup Warrant, dated as of January
9, 2001, (4) the Credit Agreement, dated as of January 9, 2001, (5) the Note,
dated January 9, 2001, (6) the Warrant, dated as of January 9, 2001 and (7) a
press release of the Company and Cybear announcing the signing of the Merger
Agreement.
Item 7(c). Exhibits.
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger, dated as of January 9, 2001, by
and among Andrx Corporation, Mediconsult Acquisition Corp. and
Mediconsult.com, Inc.
9.1 Voting Agreement, dated January 9, 2001, by Robert A. Jennings
and JHC Limited.
10.1 Breakup Warrant, dated as of January 9, 2001, by and between
Mediconsult.com, Inc. and Andrx Corporation.
10.2 Credit Agreement, dated as of January 9, 2001, by and among
Mediconsult.com, Inc., Physicians' Online, Inc. and Cybear
Inc.
10.3 Line of Credit Convertible Note, dated January 9, 2001, by
Mediconsult.com, Inc. and Physicians' Online, Inc. in favor of
Cybear Inc.
10.4 Warrant, dated as of January 9, 2001, by and between
Mediconsult.com, Inc. and Cybear Inc.
99.1 Press release, dated January 10, 2001.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
MEDICONSULT.COM, INC.
Date January 16, 2001. By: /s/ E. Michael Ingram
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Name: E. Michael Ingram
Title: Chief Financial Officer
and General Counsel
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of January 9, 2001, by
and among Andrx Corporation, Mediconsult Acquisition Corp. and
Mediconsult.com, Inc.
9.1 Voting Agreement, dated January 9, 2001 by Robert A. Jennings
and JHC Limited.
10.1 Breakup Warrant, dated as of January 9, 2001, by and between
Mediconsult.com, Inc. and Andrx Corporation.
10.2 Credit Agreement, dated as of January 9, 2001, by and among
Mediconsult.com, Inc., Physicians' Online, Inc. and Cybear
Inc.
10.3 Line of Credit Convertible Note, dated January 9, 2001, by
Mediconsult.com, Inc. and Physicians' Online, Inc. in favor of
Cybear Inc.
10.4 Warrant, dated as of January 9, 2001, by and between
Mediconsult.com, Inc. and Cybear Inc.
99.1 Press release, dated January 10, 2001.