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) December 4, 2002
HEALTHEXTRAS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-31014 52-2181356
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(State or other Jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
2273 Research Boulevard, 2nd Floor, Rockville, Maryland 20850
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(Address of principal executive offices)
(301) 548-2900
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
HealthExtras, Inc. (the "Company"), on December 3, 2002, filed a complaint in
the United States District Court for the Southern District of New York, charging
SG Cowen, one of its former managing directors (Guillaume Pollet), and its
parent company (Societe Generale) with, among other things, securities fraud and
securities manipulation in connection with the September 2001 sale of securities
by the Company in a PIPE (private investment in public equity) offering for
which SG Cowen served as the Company's exclusive placement agent. A copy of the
complaint is attached hereto as Exhibit 99.1. A copy of the Company's press
release regarding this event is attached hereto as Exhibit 99.2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits: The following exhibits are filed as part of this
report:
Exhibit No. Description
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99.1 HealthExtras, Inc. v. SG Cowen Securities Corp, et
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al Complaint(Civil Action No. 02-CV-9613)
99.2 Press release re: HealthExtras, Inc. v. SG Cowen
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Securities Corp, et al Complaint (Civil Action No.
--------------- 02-CV-9613)
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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.
Dated: December 4, 2002 By: /s/ Michael P. Donovan
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Michael P. Donovan
Chief Financial Officer and
Chief Accounting Officer
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CONFORMED
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.
Dated: December 4, 2002 By: /s/ Michael P. Donovan
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Michael P. Donovan
Chief Financial Officer and
Chief Accounting Officer
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