-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HZqwjx6G2KuKq+4Z3fTM47GkhGNIbmLXD+Y/nTJUFrH6t7Vh/PuadWDubgfqAA1I +VngdYF3marSqga9SjuMvA== 0000898430-01-501169.txt : 20010702 0000898430-01-501169.hdr.sgml : 20010702 ACCESSION NUMBER: 0000898430-01-501169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010628 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHCENTRAL COM CENTRAL INDEX KEY: 0001095016 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 943250851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27567 FILM NUMBER: 1671754 BUSINESS ADDRESS: STREET 1: MARKETPLACE TOWER STREET 2: 6001 SHELLMOUND STREET STE 800 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5102502500 MAIL ADDRESS: STREET 1: MARKETPLACE TOWER STREET 2: 6001 SHELLMOUND ST #800 CITY: EMERYVILLE STATE: CA ZIP: 94608 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES 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): June 28, 2001 HEALTHCENTRAL.COM ------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-27567 94-3250851 - ------------------- ------------------------ ------------------- (Jurisdiction of (Commission file number) (I.R.S. Employer incorporation) Identification No.) HealthCentral.com 6005 Shellmound Street, Suite 250 Emeryville, CA 94608 --------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (510) 250-2500 Not Applicable ------------------------------------------------------ (Former name or address, if changed since last report) ITEM 5. OTHER EVENTS On June 28, 2001, HealthCentral.com announced a one for fifty reverse stock split in a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of HealthCentral.com dated June 28, 2001. 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 duly authorized undersigned. Date: June 29, 2001 HealthCentral.com /s/ C. Fred Toney ------------------------------ C. Fred Toney Chief Executive Officer EX-99.1 2 dex991.txt PRESS RELEASE [LOGO] HEALTHCENTRAL.COM HealthCentral Announces Reverse Stock Split Emeryville, California. - June 28, 2001 - HealthCentral (Nasdaq: HCEN), a leading provider of healthcare e-commerce and content, announced that the Board of Directors has approved proceeding with a 1-for-50 reverse stock split, after the stockholders overwhelmingly approved the reverse split measure at the Annual Stockholders' Meeting held June 14, 2001. The reverse stock split became effective on June 28, 2001. The Company's Nasdaq symbol, which was previously "HCEN," has been temporarily changed to "HCEN D" to signal to stockholders and the public that the Company has implemented a reverse stock split. After 20 trading days, the symbol will revert back to "HCEN." As of June 28, 2001, stockholders will be entitled to receive one newly issued share of common stock for each 50 shares currently held. No fractional shares of common stock will be issued as a result of the reverse stock split. Rather, each holder of common stock who would otherwise receive a fractional share of common stock will be entitled to receive an equivalent amount of cash in lieu of fractional shares, based on the average of the closing sales price over the ten trading days prior to the effective date. Shortly after the effective date, stockholders will receive instructions regarding the method of exchanging the old stock certificates for new stock certificates. Stockholders need not do anything with their share certificates until they receive such instructions. U.S. Stock Transfer Corporation of Glendale, California is the Company's transfer agent and will act as the exchange agent for the purpose of implementing the exchange of stock certificates in relation to the reverse stock split. About HealthCentral HealthCentral (Nasdaq: HCEN) is a leading provider of healthcare e-commerce to consumers through WebRx(SM), a network of sites representing the consolidation of Vitamins.com, HealthCentral.com, RxList.com and others. Its e-commerce site, WebRx(SM) (www.webrx.com), features more than 25,000 products. WebRx(SM) ------------- features one of the largest on-line selections of vitamins, a Vision Center and a Comfort Living department (www.comfortliving.com) with a broad range of --------------------- products including maternity and baby care, ergonomic chairs, water purifiers and an extensive line of allergy control products. HealthCentral.com (www.healthcentral.com) provides health-related information and commentary by --------------------- Dr. Dean Edell, MD and other experts. RxList.com (www.rxlist.com) provides both -------------- patient-focused and professional-focused prescription drug information monographs. HealthCentral Forward Looking Statements Except for historical information, the statements in this news release are forward-looking statements, involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, the possible delisting of the Company's stock from the Nasdaq market, the Company's limited operating history and need to generate revenues, the Company's ability to successfully implement its operational plan, including proposed cost- cutting measures, the Company's need to raise additional cash the substantial competition in the e-health market, possible liability related to product or content on or accessed through the Company's web sites, the need to build a brand name quickly, , the effect of substantial and changing government regulation, possible systems interruptions, a failure to integrate acquisitions or manage resources, and a failure to retain key employees. Further information regarding these and other risks is included in HealthCentral.com's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, Annual Report on Form 10-K for the year ended December 31, 2000 and other documents filed with the SEC. ### For Information Contact: Diane Jankiewicz Investor Relations HealthCentral Phone: 510-250-2658 dianej@healthcentral.com - ------------------------ www.ir.healthcentral.com - ------------------------ Melanie Hilario Public Relations HealthCentral Phone: 510-250-3806 melanie.hilario@healthcentral.com - --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----