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 reported) November 14, 2000 HEALTHEXTRAS, INC. (Exact name of registrant as specified in its charter) Delaware 1-15535 52-2181356 -------- -------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 2273 Research Boulevard, 2nd Floor, Rockville, Maryland 20850 ------------------------------------------------------------- (Address of principal executive offices, zip code) (301) 548-2900 (Registrant's phone number, including area code) Not Applicable -------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 5. OTHER EVENTS On November 14, 2000, HealthExtras, Inc. (the "Company") issued a press release, which reported that it had acquired a controlling interest in International Pharmacy Management, Inc. A copy of this press release is attached as Exhibit 99.1 A copy of the related Securities Purchase Agreement is attached as Exhibit 10.11 Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. (Filed Herewith) Exhibit No. Description ----------- ------------ 10.11 Securities Purchase Agreement by and among HealthExtras, Inc. as the Purchaser and TD Javelin Capital Fund, L.P., Meriken Nominees, LTD, et al. as the Sellers 99.1 IPM Press Release 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 thereunto duly authorized. HEALTHEXTRAS, INC. Date: November 21, 2000 By: /s/ Michael P. Donovan ------------------------------- Michael P. Donovan Chief Financial Officer and Chief Accounting Officer