SC 13D 1 mdli-13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 MEDICALOGIC/MEDSCAPE, INC. (Name of Issuer) Common Stock, Par Value $.01 per share (Title of Class of Securities) 584642102 (CUSIP Number) Sumner M. Redstone National Amusements, Inc. 200 Elm Street Dedham, Massachusetts 02026 Telephone: (781) 461-1600 with a copy to: Michael D. Fricklas, Esq. Viacom Inc. 1515 Broadway New York, New York 10036 Telephone: (212) 258-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 19, 2000 (Date of Event which Requires Filing of this Statement) _________________________________________________________ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this statement / /. Page 1 of 6 CUSIP No. 584642102 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SUMNER M. REDSTONE S.S. No. ------------------------------------------------------------ (2) Check the Appropriate Box if a Member of Group (See Instructions) / / (a) ------------------------------------------------------------ / / (b) ------------------------------------------------------------ (3) SEC Use Only ------------------------------------------------------------ (4) Sources of Funds (See Instructions) N/A ------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). ------------------------------------------------------------ (6) Citizenship or Place of Organization United States ------------------------------------------------------------ Number of (7) Sole Voting Power Shares Beneficially (8) Shared Voting Power 4,695,892 Owned by Each (9) Sole Dispositive Power Reporting Person (10) Shared Dispositive Power 4,695,892 With ------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned by Each Reporting 4,695,892 ------------------------------------------------------------ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (11) 11.76% ------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) IN ------------------------------------------------------------ Page 2 of 6 CUSIP No. 584642102 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person VIACOM I.R.S No. 04-29495933 ------------------------------------------------------------ (2) Check the Appropriate Box if a Member of Group (See Instructions) / / (a) ------------------------------------------------------------ / / (b) ------------------------------------------------------------ (3) SEC Use Only ------------------------------------------------------------ (4) Sources of Funds (See Instructions) N/A ------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). ------------------------------------------------------------ (6) Citizenship or Place of Organization Delaware ------------------------------------------------------------ Number of (7) Sole Voting Power Shares Beneficially (8) Shared Voting Power 4,695,892 Owned by Each (9) Sole Dispositive Power Reporting Person (10) Shared Dispositive Power 4,695,892 With ------------------------------------------------------------ (11) Aggregate Amount Beneficially Owned by Each Reporting 4,695,892 ------------------------------------------------------------ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (11) 11.76% ------------------------------------------------------------ (14) Type of Reporting Person (See Instructions) CO ------------------------------------------------------------ Page 3 of 6 Item 1. Security and Issuer. -------------------- The class of equity securities to which this Statement on Schedule 13D relates is the Common Stock, no par value per share (the "Common Shares"), of MedicaLogic/Medscape, Inc. (the "Issuer"), an Oregon corporation, with its principal executive office located at 20500 NW Evergreen Parkway, Hillsboro, Oregon 97124. Item 2. Identity and Background. ----------------------- This Statement is filed by Mr. Sumner M. Redstone, National Amusements, Inc. ("NAI"), NAIRI, Inc. ("NAIRI"), and Viacom Inc. ("Viacom") (collectively, the "Reporting Persons"). Viacom, a Delaware corporation, has its principal executive offices at 1515 Broadway, New York, New York 10036 and is a diversified entertainment and communications company. At May 12, 2000, approximately 68% of Viacom's voting Class A Common Stock, par value $.01 per share, and approximately 13% (on a combined basis) of Viacom's Class A Common Stock and non-voting Class B Common Stock, par value $.01 per share, was owned by NAIRI. NAIRI, a Rhode Island corporation, has its principal office at 200 Elm Street, Dedham, Massachusetts 02026 and is a company owning and operating movie theaters in the United States whose main asset is its shares of Viacom Class A Common Stock and Class B Common Stock. NAI, a Maryland corporation, has its principal office at 200 Elm Street, Dedham, Massachusetts 02026. NAI's principal businesses are owning and operating movie theaters in the United States, United Kingdom and South America and holding the common stock of NAIRI. 66-2/3% of the issued and outstanding shares of capital stock of NAI are beneficially owned by Mr. Sumner M. Redstone, as trustee of a trust owning such shares. Sumner M. Redstone is an individual whose business address is c/o National Amusements, Inc., 200 Elm Street, Dedham, Massachusetts 02026. Mr. Redstone's principal occupation is Chairman of the Board and Chief Executive Officer of NAI, Chairman and President of NAIRI, and Chairman of the Board and Chief Executive Officer of Viacom Inc. The executive officers and directors of CBSBI, Viacom, NAIRI and NAI are set forth on Schedules I through III attached hereto, containing the following information with respect to each such person: (a) Name; (b) Residence or business address; and (c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, neither of the Reporting Persons nor any person named in any of Schedules I through III attached hereto has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Except for Jan Leschly, who is a Danish citizen, all of the directors of Viacom, NAIRI and NAI, including Mr. Sumner M. Redstone, are citizens of the United States. Page 4 of 6 Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------ The Issuer's Common Shares were acquired by the Reporting Persons pursuant to the merger of Medscape, Inc. ("Medscape") with and into the Issuer on May 19, 2000. Item 4. Purpose of Transaction. ------------------------ The Issuer's Common Shares were acquired by the Reporting Persons pursuant to the merger of Medscape with and into the Issuer on May 19, 2000. The Reporting Persons may, at any time and from time to time, purchase additional Common Shares of the Issuer and may dispose of any and all Common Shares of the Issuer held by them. Notwithstanding the foregoing, the Reporting Persons have no current plan or proposal which relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) and (b) Viacom is currently the beneficial owner, with shared dispositive and voting power, of 4,695,892 Common Shares, or approximately 11.76%, of the Issuer's issued and outstanding Common Shares (based on the number of Common Shares that were reported by the Issuer to be issued and outstanding as of May 12, 2000). NAIRI is currently the beneficial owner, with shared dispositive and voting power, of 4,695,892 Common Shares, or approximately 11.76%, of the Issuer's issued and outstanding Common Shares (based on the number of Common Shares that were reported by the Issuer to be issued and outstanding as of May 12, 2000). NAI is currently the beneficial owner, with shared dispositive and voting power, of 4,695,892 Common Shares, or approximately 11.76%, of the Issuer's issued and outstanding Common Shares (based on the number of Common Shares that were reported by the Issuer to be issued and outstanding as of May 12, 2000). As a result of his stock ownership in NAI, Mr. Sumner M. Redstone is deemed the beneficial owner of 4,695,892 Common Shares of the Issuer or approximately 11.76% of the Issuer's issued and outstanding Common Shares of the Issuer (based on the number of Common Shares that were reported by the Issuer to be issued and outstanding as of May 12, 2000). Fredric Reynolds, Executive Vice President and Chief Financial Officer of Viacom and a Director of the Issuer, owns no Common Shares. (c) The Issuer's Common Shares were acquired by the Reporting Persons pursuant to the merger of Medscape with and into the Issuer on May 19, 2000. (d) None. (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------ CBS Corporation, which merged with and into Viacom on May 4, 2000, was party to a Registration Rights Agreement dated as of August 3, 1999 with Medscape, which such agreement was amended and restated as of May 19, 2000 among the Issuer, Viacom (as successor to CBS) and other shareholders of the Issuer. A copy of the 2000 Amended and Restated Investors Rights Agreement is attached as Exhibit 99.1 hereto. 193,800 of the Common Shares beneficially owned by the Reporting Person are not subject to this Agreement. Item 7. Materials Filed as Exhibits ---------------------------- Exhibit 99.1 2000 Amended and Restated Investors Rights Agreement dated as of May 19, 2000 Page 5 of 6 Signatures After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(f)(1), each of the undersigned agrees that this statement is filed on behalf of each of us. May 30, 2000 /s/ Sumner M. Redstone ---------------------- Sumner M. Redstone, Individually National Amusements, Inc. By: /s/ Sumner M. Redstone ---------------------- Sumner M. Redstone, Chairman and Chief Executive Officer NAIRI, Inc. By: /s/ Sumner M. Redstone ------------------------ Sumner M. Redstone, Chairman and President Viacom Inc. By: /s/Michael D. Fricklas --------------------------- Michael D. Fricklas Senior Vice President, General Counsel and Secretary Page 6 of 6 SCHEDULE I VIACOM INC. EXECUTIVE OFFICERS Name and Address of Corporation or Business or Principal Other Organization Name Residence Address Occupation or in Which Employed Employment --------------------------------------------------------------------- Sumner M. Viacom Inc. Chairman of the National Amusements, Redstone* 1515 Broadway Board and Chief Inc. New York, NY Executive Officer 200 Elm Street 10036 of Viacom Inc.; Dedham, MA 02026 Chairman of the Board and Chief Executive Officer of National Amusements, Inc. Mel Viacom Inc. President and Chairman, President Karmazin* 1515 Broadway Chief Operating and Chief Executive New York, NY Officer Viacom Officer of Infinity 10036 Inc. Broadcasting Corporation Carl D. Viacom Inc. Sr. VP, Corporate Folta 1515 Broadway Relations, of New York, NY Viacom Inc. 10036 Martin D. Viacom Inc. Sr. VP of Viacom Franks 1515 Broadway Inc. and Executive New York, NY Vice President of 10036 CBS Television Robert G. Viacom Inc. Vice President, Freedline 1515 Broadway Treasurer of New York, NY Viacom Inc. 10036 Michael Viacom Inc. Sr. VP, General D. 1515 Broadway Counsel and Fricklas New York, NY Secretary of 10036 Viacom Inc. Susan C. Viacom Inc. Vice President, Gordon 1515 Broadway Controller, Chief New York, NY Accounting Officer 10036 of Viacom Inc. Carol A. Viacom Inc. Sr. VP, Government Melton 1501 "M" Street, Affairs of Viacom NW Inc. Suite 1100 Washington, DC 20005 William Viacom Inc. Sr. VP, Human A. Roskin 1515 Broadway Resources and New York, NY Administration of 10036 Viacom Inc. Fredric Viacom Inc. Sr. VP, Chief Reynolds 1515 Broadway Financial Officer New York, NY of Viacom Inc. 10036 Martin Viacom Inc. Sr. VP, Investor Shea 1515 Broadway Relations of New York, NY Viacom Inc. 10036 *Also a Director SCHEDULE I (continued) DIRECTORS Name and Address of Corporation or Business or Principal Other Organization Name Residence Address Occupation or in Which Employed Employment --------------------------------------------------------------------- George S. Winer & Abrams Attorney Winer & Abrams Abrams 60 State Street 60 State Street Boston, MA 02109 Boston, MA 02109 George H. AKAMI Chairman and Chief Conrades Technologies Executive Officer 201 Broadway of Cambridge, MA AKAMI Technologies 02139 Philippe 121 East 65th Director of Viacom P. Dauman Street Inc. New York, NY and National 10021 Amusements, Inc. Thomas E. 243 Cleft Road Director of Viacom Dooley Mill Neck, NY Inc. 11937 William H. UNCF President and Gray III 8260 Willow Oaks Chief Executive Corporate Drive Officer of The Fairfax, VA College Fund/UNCF 22031 Jan SmithKline Chief Executive Leschly Beecham (Retired) of P.O. Box 7929 SmithKline Beecham Philadelphia, PA 19101 David T. Orion Safety Chairman and Chief McLaughlin Products Executive Officer P.O. Box 2047 of Easton, MD 21601 Orion Safety Products Ken Miller Credit Suisse Vice Chairman of Credit Suisse First Boston C.S. First Boston First Boston Corporation Corporation 11 Madison 11 Madison Avenue Avenue - 22nd 22nd Floor Floor New York, NY New York, NY 10010 10010 Leslie Viacom Inc. President and CBS Television Moonves 1515 Broadway Chief Executive 7800 Beverly Blvd. New York, NY Officer of CBS Los Angeles, CA 10036 Television 90036 Brent D. c/o Showtime Director of National Redstone Networks Inc. National Amusements, Inc. 1633 Broadway Amusements, Inc. 200 Elm Street New York, NY Dedham, MA 02026 10019 Shari National President of National Redstone Amusements, Inc. National Amusements, Inc. 200 Elm Street Amusements, Inc. 200 Elm Street Dedham, MA 02026 Dedham, MA 02026 Fredric V. Bell Atlantic Vice Chairman-- Bell Atlantic Salerno Corporation Finance and Corporation 1095 Avenue of Business 1095 Avenue of the the Americas Development of Americas New York, NY Bell Atlantic New York, NY 10036 10036 William Yeshiva VP for Academic Yeshiva University Schwartz University Affairs (chief 2495 Amsterdam 2495 Amsterdam academic officer) Avenue Avenue of Yeshiva New York, NY New York, NY University 10033 10033 Ivan Bell Atlantic Chairman of the Bell Atlantic Seidenberg Corporation Board and Chief Corporation 1095 Avenue of Executive Officer 1095 Avenue of the the Americas of Bell Atlantic Americas New York, NY New York, NY 10036 10036 Patty Bill and Melinda Co-Chair and Stonesifer Gates President of Foundation Bill and Melinda 1551 Eastlake Gates Foundation Ave. East Seattle, WA 98102 Robert D. Cardinal Health, Chairman and Chief Walter Inc. Executive Officer 7000 Cardinal of Cardinal Place Health, Inc. Dublin, OH 43017 SCHEDULE II NAIRI, INC. EXECUTIVE OFFICERS Name and Address of Corporation or Business or Principal Other Organization Name Residence Address Occupation or in Which Employed Employment --------------------------------------------------------------------- Sumner M. Viacom Inc. Chairman of the National Redstone* 1515 Broadway Board of Viacom Amusements, Inc. New York, NY Inc.; Chairman of 200 Elm Street 10036 the Board and Chief Dedham, MA 02026 Executive Officer of National Amusements, Inc.; Chairman and President of NAIRI, Inc. Shari National President of National Redstone* Amusements, Inc. National Amusements, Inc. 200 Elm Street Amusements, Inc. 200 Elm Street Dedham, MA 02026 and Executive Vice Dedham, MA 02026 President of NAIRI, Inc. Jerome National Vice President and National Magner Amusements, Inc. Treasurer of Amusements, Inc. 200 Elm Street National 200 Elm Street Dedham, MA 02026 Amusements, Inc. Dedham, MA 02026 and NAIRI, Inc. Richard National Vice President of National Sherman Amusements, Inc. National Amusements, Inc. 200 Elm Street Amusements, Inc. 200 Elm Street Dedham, MA 02026 and NAIRI, Inc. Dedham, MA 02026 *Also a Director SCHEDULE III NATIONAL AMUSEMENTS, INC. EXECUTIVE OFFICERS Name and Address of Corporation or Business or Principal Other Organization Name Residence Address Occupation in which Employed or Employment ---------------------------------------------------------------------- Sumner M. Viacom Inc. Chairman of the National Redstone* 1515 Broadway Board of Viacom Amusements, Inc. New York, NY Inc.; Chairman of 200 Elm Street l0036 the Board and Chief Dedham, MA 02026 Executive Officer of National Amusements, Inc.; Chairman and President of NAIRI, Inc. Shari National President of National Redstone* Amusements, Inc. National Amusements, Inc. 200 Elm Street Amusements, Inc. 200 Elm Street Dedham, MA 02026 and Executive Vice Dedham, MA 02026 President of NAIRI, Inc. Jerome National VP and Treasurer of National Magner Amusements, Inc. National Amusements, Inc. 200 Elm Street Amusements, Inc., 200 Elm Street Dedham, MA 02026 and NAIRI, Inc. Dedham, MA 02026 Richard National Vice President of National Sherman Amusements, Inc. National Amusements, Inc. 200 Elm Street Amusements, Inc. 200 Elm Street Dedham, MA 02026 and NAIRI, Inc. Dedham, MA 02026 *Also a Director DIRECTORS Name and Address of Corporation or Business or Principal Other Organization Name Residence Address Occupation or in Which Employed Employment --------------------------------------------------------------------- George S. Winer & Abrams Attorney Winer & Abrams Abrams 60 State Street 60 State Street Boston, MA 02109 Boston, MA 02109 David Lourie and Cutler Attorney Lourie and Cutler Andelman 60 State Street 60 State Street Boston, MA 02109 Boston, MA 02109 Philippe Residence: Director of P. Dauman 121 East 65th National Street Amusements, Inc. New York, NY and Viacom Inc. 10021 Brent D. c/o Showtime Director of National Redstone Networks Inc. National Amusements, Inc. 1633 Broadway Amusements, Inc. 200 Elm Street New York, NY Dedham, MA 02026 10019 EXHIBIT INDEX 99.1 Amended and Restated Investors Rights Agreement dated as of May 19, 2000