SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) March 18, 2002
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MedicaLogic/Medscape, Inc.
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(Exact name of registrant as specified in charter)
Oregon 000-28285 93-0890696
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(State or other jurisdiction (Commission file (IRS employer
of incorporation) number) identification no.)
20500 NW Evergreen Parkway
Hillsboro, Oregon 97124
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(Address of principal executive offices)
Registrant's telephone number, including area code (503) 531-7000
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On January 24, 2002, the Registrant and certain of its subsidiaries
entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with
GE Medical Systems Information Technologies, Inc. ("GE Medical") for the sale of
substantially all of Registrant's assets in connection with its digital health
records business (the "DHR Assets") and the assumption of certain of its
liabilities, subject to approval of the Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). The purchase price under the Asset Purchase
Agreement was $20,000,000 in cash and the assumption of the assumed liabilities,
subject to adjustment as set forth in the Asset Purchase Agreement.
In connection with and contemporaneously with the execution and
delivery of the Asset Purchase Agreement, Registrant and its five United States
subsidiaries filed a voluntary petition for bankruptcy protection under Chapter
11 of the U.S. Bankruptcy Code with the Bankruptcy Court. The case has been
assigned to the Honorable Judge Peter J. Walsh under case numbers 02-10253
through 02-10258.
The Asset Purchase Agreement was subject to higher and better offers
and the approval of the Bankruptcy Court. Pursuant to Order (I) Approving Sale
Procedures for Sale of All or Substantially All of the DHR Assets of
MedicaLogic/Medscape, Inc. and Certain Debtor Affiliates; (II) Scheduling Date,
Time and Place for Auction and Further Hearing to Approve Sale; (III) Approving
Form of Notice of the Sale Procedures and Auction; and (IV) approving Form of
Cure, entered by the Bankruptcy Court on February 20, 2002, an auction (the
"Auction") was held for the sale of the DHR Assets on March 18, 2002. On March
19, 2002, the Registrant announced that GE Medical was the winning bidder in the
Auction for a purchase price of $35,250,000 in cash and the assumption of the
assumed liabilities, subject to adjustment as set forth in the Asset Purchase
Agreement. Also, on March 19, 2002, the Bankruptcy Court entered an order
approving the sale of the DHR Assets free and clear of liens to GE Medical.
Pursuant to the Asset Purchase Agreement, the sale will close on March 25, 2002
or such later date as agreed by the Debtors and GE Medical.
The above summary description of the terms of the Asset Purchase
Agreement is not complete and is qualified in its entirety by reference to the
Asset Purchase Agreement that was attached as Exhibit 2.1 to the Form 8-K filed
by the Registrant on January 25, 2002, as the same was amended by the First
Amendment, dated as of March 18, 2002 (the "First Amendment"). The Asset
Purchase Agreement is incorporated herein by reference and the First Amendment
is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
A copy of the Registrant's joint press release, dated March 19, 2002,
announcing the results of the Auction is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment, dated as of March 18, 2002
99.1 Press Release, dated March 19, 2002
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.
Date: March 20, 2002
MEDICALOGIC/MEDSCAPE, INC.
By: /s/ Mark Boulding
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Name: Mark Boulding
Title: General Counsel, EVP & Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 First Amendment to Asset Purchase Agreement, dated as of
March 18, 2002, among MedicaLogic/Medscape, Inc.,
MedicaLogic Enterprises, Inc., MSCP Holdings, Inc.,
MedicaLogic of Texas, Inc. and MedicaLogic Pennsylvania,LLC
99.1 Press Release, dated March 19, 2002