-----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, NmYCpAnsUo5zhzp6qp5OvijpBhN3gJ1tjOHyNg5JAGsrKrD/h9hzIL5cVQdOPlu0 heJaAn6oxwGcv53w4Fzbag== 0000912057-00-019810.txt : 20000427 0000912057-00-019810.hdr.sgml : 20000427 ACCESSION NUMBER: 0000912057-00-019810 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAM COM INC /DE/ CENTRAL INDEX KEY: 0000863650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581878070 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-92397 FILM NUMBER: 609509 BUSINESS ADDRESS: STREET 1: 1600 RIVEREDGE PARKWAY STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7709800888 MAIL ADDRESS: STREET 1: 1600 RIVEREDGE PKWY STREET 2: STE 800 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: A D A M SOFTWARE INC DATE OF NAME CHANGE: 19950919 424B3 1 424B3 PROSPECTUS 268,688 SHARES ADAM.COM, INC. COMMON STOCK This prospectus relates to the sale of shares of our common stock which we have issued to the selling shareholders listed in this prospectus. We will not receive any of the proceeds from the sale of the shares being offered. The shares offered are being registered due to our obligations to the selling shareholders. The selling shareholders may elect to sell all, a portion or none of the shares described in this prospectus. The selling shareholders from time to time may offer and sell the shares directly to purchasers or through agents, underwriters or dealers on terms to be determined at the time of sale. If required, the names of any agents, underwriters or dealers and any other required information will be set forth in an accompanying prospectus supplement. Such sales may be through brokers and may be at the market price prevailing at the time of such. The selling shareholders will pay regular commissions to any brokers effecting such sales. The shares also may be offered by the selling shareholders in block trades, private transactions or otherwise at prices to be negotiated. All expenses of registration of these shares are being borne by us, but the selling shareholders will pay any brokerage and other expenses of a sale incurred by it. Our common stock is quoted on the Nasdaq National Market under the symbol "ADAM." On April 25, 2000, the last reported sale price for our common stock as reported on the Nasdaq National Market was $9.50 per share. We will apply to have the shares of common stock offered pursuant to this prospectus approved for trading on the Nasdaq National Market. ------------------------ INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF THESE RISKS. THE SELLING SHAREHOLDERS AND ANY BROKER EXECUTING SELLING ORDERS ON BEHALF OF THE SELLING SHAREHOLDERS MAY BE DEEMED TO BE AN "UNDERWRITER." COMMISSIONS RECEIVED BY ANY BROKER MAY BE DEEMED TO BE UNDERWRITING COMMISSIONS. ------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is April 26, 2000. TABLE OF CONTENTS adam.com.................................................... 1 Risk Factors................................................ 2 Use of Proceeds............................................. 5 Selling Shareholders........................................ 5 Plan of Distribution........................................ 7 Validity of Common Stock.................................... 8 Experts..................................................... 8 About This Prospectus....................................... 9 Where You Can Find More Information......................... 9
ADAM.COM adam.com, Inc. ("adam.com") is a leading developer of health education content and software technologies, and since January 1999, we have taken steps to become a leading provider of health, medical and wellness information online. We have created, published and marketed multimedia software products, content and Internet-ready applications that provide anatomical, medical and health- related information for the education, consumer and professional markets. During the fiscal year ended March 31, 1999 ("fiscal 1999"), adam.com made the strategic decision to focus the majority of its efforts on the online dissemination of consumer health information, resulting in the May 1999 launch of WWW.ADAM.COM, our consumer health destination. In connection with this redirected strategy, we discontinued further sales and marketing effort, as well as product update and upgrade support for certain of our historical products. We are incorporated under the laws of the State of Georgia. Our principal executive offices are located at 1600 RiverEdge parkway, Suite 800, Atlanta, Georgia 30328. Our telephone number at that address is (770) 980-0888. 1 RISK FACTORS YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE YOU DECIDE TO BUY OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS WOULD LIKELY SUFFER. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. CERTAIN STATEMENTS MADE IN THIS PROSPECTUS, AND OTHER WRITTEN OR ORAL STATEMENTS MADE BY OR ON BEHALF OF ADAM.COM, MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. WHEN USED IN THIS REPORT, THE WORDS "BELIEVES," EXPECTS," "ESTIMATES," "INTENDS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. STATEMENTS REGARDING FUTURE EVENTS AND DEVELOPMENTS AND OUR FUTURE PERFORMANCE, AS WELL AS OUR EXPECTATIONS, BELIEFS, PLANS, INTENTIONS, ESTIMATES OR PROJECTIONS RELATING TO THE FUTURE, ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THESE LAWS. EXAMPLES OF SUCH STATEMENTS IN THIS REPORT INCLUDE DESCRIPTIONS OF OUR PLANS AND STRATEGIES WITH RESPECT TO DEVELOPING OUR WEB SITE, OUR PLANS TO DEVELOP ADDITIONAL STRATEGIC PARTNERSHIP, OUR INTENTION TO ADD E-COMMERCE TO OUR BUSINESS STRATEGY, OUR CONTINUING GROWTH AND OUR ABILITY TO ADDRESS YEAR 2000 ISSUES. ALL FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL EVENTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. WE BELIEVE THAT THESE FORWARD-LOOKING STATEMENTS ARE REASONABLE; HOWEVER, YOU SHOULD NOT PLACE UNDUE RELIANCE ON SUCH STATEMENTS. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT, WHETHER AS A RESULT OF FUTURE EVENTS, NEW INFORMATION OR OTHERWISE. WE ARE A YOUNG COMPANY WITH A NEW INTERNET-BASED STRATEGY AND WE MAY CONTINUE TO INCUR LOSSES. We have experienced substantial losses of $9.6 million for the nine months ended December 31, 1999, $2.1 million in the fiscal year ended March 31, 1999 ("fiscal 1999") $5.4 million in fiscal 1997, $3.9 million in fiscal 1996 and $3.2 million in fiscal 1994. We may incur future losses in connection with implementing our new Internet-based strategy. We cannot be certain that we can obtain profitability in any future period. WE MAY BE UNABLE TO OBTAIN SUFFICIENT CAPITAL TO PURSUE OR NEW INTERNET-BASED STRATEGY, WHICH WOULD HURT OUR FINANCIAL RESULTS. Since inception we have funded operations with debt and equity capital. Our total costs and expenses increased to $7.8 million from $6.7 million for the years ended March 31, 1999 and March 31, 1998. Additionally, total costs and expenses were $13.0 million for the nine months ended December 31, 1999. These increases were caused in large part by our decision to focus on becoming an online provider of healthcare information. We except to continue to have significant cash needs as we continue to pursue and expand our Internet-based strategy and offerings, and the funds currently available to us may be inadequate. There can be no assurance that capital will be available to us on satisfactory terms or at all. WE MAY BE UNABLE TO COMPETE EFFECTIVELY WITH OTHER ONLINE PROVIDERS OF HEALTHCARE INFORMATION, WHICH WOULD CAUSE OUR INTERNET-BASED STRATEGY TO BE UNSUCCESSFUL. The market for providing healthcare information online is intensely competitive, and we expect competition to increase in the future. As a new entrant into this market, we expect our sensitivity to competitive pressures to be especially strong until we can firmly establish ourselves. Our current competitors include Dr. Koop.com and Healtheon/WebMD. We may not be able to compete effectively against these companies, and if we fail to compete effectively we may suffer reduced gross margins and loss of market share. Our competitors are generally larger and more established than we are and therefore may have advantages over us because of their longer operating histories, greater name recognition, or greater 2 financial, technical and marketing resources. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They can also devote greater resources to the promotion and sale of their products or services than we can. Furthermore, mergers and acquisitions among our competitors, such as the November 1999 merger of Healtheon, WebMD, MEDE America Corporation and Medcasi to form Healtheon/WebMD, could intensify our existing competition. STRATEGIC RELATIONSHIPS WILL BE AN IMPORTANT PART OF OUR FUTURE SUCCESS. The success of our business is and will be due in part to our ability to enter into successful strategic marketing alliances and other strategic relationships. There can be no assurance that: - such existing or contemplated relationships will be commercially successful; - we will be able to find additional strategic partners; - we will be able to negotiate terms acceptable to us with potential strategic partners; or - potential strategic relationships, if established, will be commercially successful. The potential increased revenues from such relationships may be reduced by requirements to provide volume price discounts and other allowances and potential significant costs incurred in customizing products. In addition, there can be no assurance that parties with whom strategic relationships are established will not pursue alternative technologies or develop their alternate products in addition to or in lieu of ours, either on their own or in collaboration with others, including our competitors. Such alternative technologies or products may be in direct competition with our products and may significantly erode the benefits of such strategic relationships. WE FACE RAPID TECHNOLOGICAL CHANGE IN THE ONLINE HEALTH INFORMATION INDUSTRY AND OUR BUSINESS WILL SUFFER IF WE CANNOT QUICKLY ADAPT TO THIS CHANGE. Rapid changes in technology pose significant risks to us. As a new entrant into the market of Internet-based health information, we will be required to adapt quickly, and without significant prior experience, to rapid changes in technologies related to the Internet. Any failure by us to timely develop and disseminate new content or to update and enhance our current content in the face of changing technologies could aversely affect our ability to maintain market share. WE MAY BE UNABLE TO SUCCESSFULLY ACQUIRE COMPLEMENTARY BUSINESS, WHICH WOULD LIMIT OUR POTENTIAL GROWTH TO INTERNALLY GENERATED GROWTH ONLY. As part of our growth strategy, we have recently acquired all of the assets of Informational Medical Systems, Inc. and drgreene.com. We may continue to acquire or make investments in, companies with products, technologies or professional services that we determine to be useful in pursuing our business of providing health-related information over the Internet. In acquiring companies in the future, we could encounter difficulties in assimilating their personnel and operations into our company. These difficulties could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations. Future acquisitions may also cause us to incur expenses such as the amortization of goodwill or in-process research and development expenses which may affect our earnings. We cannot be certain that we will successfully overcome these risks with respect to any future acquisitions. In addition, in the past, we have paid a portion of the consideration for some our acquisitions by issuing common stock. The issuance of additional common stock or other securities convertible into common stock in connection with future acquisitions could dilute the ownership interests of our existing shareholders. 3 WE MAY BE UNABLE TO ATTRACT NEW PERSONNEL, WHICH WOULD ADVERSELY AFFECT IMPLEMENTATION OF OUR NEW INTERNET-BASED STRATEGY. In order to promote the development of our new Website, we will need to identify, attract and retain software engineers, web designers and content editors. We will compete with other companies both within and outside our market for such employees and we may be unable to attract these employees. If we do not succeed in attracting these types of new employees, we may be unable to fully implement our new Internet-based strategy and our business will suffer. THE SALE OF THE SHARES REGISTERED IN THIS OFFERING COULD CAUSE OUR STOCK TO DECLINE IN PRICE. All shares registered in this offering will be freely tradable upon effectiveness of this registration statement. The sale of a significant amount of shares registered in this offering at any given time could cause the trading price of our common stock to decline and to be highly volatile. OUR STOCK PRICE IS EXTREMELY VOLATILE AND COULD DECLINE SIGNIFICANTLY. Our common stock has been publicly traded since our initial public offering on November 15, 1995. Since that date, the closing price of the common stock has ranged from a low price of $1.875 per share to a high price of $40 per share, and there has been significant volatility in the price of our common stock in the past year. There can be no assurance that the market price of our common stock will be maintained or that the volume of trading in our shares will not decrease. The stock prices for many high technology companies, especially those that base their businesses on the Internet, recently have experienced wide fluctuations and extreme volatility. This volatility has often been unrelated to the operating performance of such companies, so our stock price could decline even if our Internet-based strategy is successful. Such fluctuations have adversely affected and may in the future adversely affect the market price of our common stock. Furthermore, following periods of volatility in the market price of a company's securities, securities class action claims frequently are brought against the subject company. To the extent that the market price of our shares falls dramatically in any period of time, shareholders may bring claims, with or without merit, against us. Such litigation would be expensive to defend and would divert management attention and resources regardless of outcome. WE HAVE ADOPTED CERTAIN ANTI-TAKEOVER PROVISIONS THAT MAY DETER A TAKEOVER. Our articles of incorporation and bylaws contain the following provisions that may deter a takeover, including a takeover on terms that many of our shareholders might consider favorable, such as: - the authority of our board of directors to issue common stock and preferred stock and to determine the price, rights (including voting rights), preferences, privileges and restrictions of each series of preferred stock, without any vote or action by our shareholders; - the existence of large amounts of authorized but unissued common stock and preferred stock; - staggered, three-year terms for our board of directors; and - advance notice requirements for board of directors nominations and for shareholder proposals. The rights and preferences of any series of preferred stock could include a preference over the common stock on the distribution of our assets upon a liquidation or sale of our company, preferential dividends, redemption rights, the right to elect one or more directors and other voting rights. The rights of the holders of any series of preferred stock that may be issued in the future may adversely affect the rights of the holders of the common stock. We have no current plans to issue preferred 4 stock. In addition, certain provisions of Georgia law and our stock option plan may also discourage, delay or prevent a change in control of our company or unsolicited acquisition proposals. MANY OF OUR SHARES ARE ELIGIBLE FOR FUTURE SALE AND ARE SUBJECT TO REGISTRATION RIGHTS WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK. adam.com has recently registered or is in the process of registering a significant number of adam.com common stock to certain shareholders pursuant to a financing transaction with Fusion Capital Fund I, LLC and the asset purchase agreements for Informational Medical Systems and DrGreene.com. When registered, these shares will be freely tradable. The sale of a significant amount of these shares at any given time could cause the trading price of our common stock to decline and to be highly volatile. If our shareholders sell substantial additional amounts of common stock (including shares issued upon the exercise of outstanding stock options) in the public market following this offering, the market price of our common stock could fall. Such sales also could make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate. Certain shareholders may have the right, subject to certain conditions, to include their shares in certain registration statements relating to our securities. By exercising their registration rights and causing a large number of shares to be registered and sold in the public market, these holders may cause the price of our common stock to fall. In addition, any demand by holders of registration rights to include shares of common stock held by them in a registration initiated by us could adversely affect our ability to raise needed capital. OUR PRINCIPAL SHAREHOLDERS HAVE SUBSTANTIAL INFLUENCE AND THEIR INTEREST MAY DIFFER FROM THOSE OF OUR REMAINING SHAREHOLDERS. As of December 31, 1999, our executive officers, directors and persons who beneficially more than 10% of our outstanding common stock controlled approximately 25% of the combined outstanding voting power of our common stock. As a result, these holders exert substantial influence with respect to all matters submitted to a vote of holders of common stock, including election of our directors. If our remaining shareholders have interests that differ from these holders, their needs may not be met. 5 USE OF PROCEEDS We will not receive any of the proceeds from the sale of shares of the common stock offered by the selling shareholders. We are registering the shares for sale to provide the holders thereof with freely tradable securities, but the registration of such shares does not necessarily mean that any of such shares will be offered or sold by the holders thereof. SELLING SHAREHOLDERS The following table sets forth the number of shares owned by each of the selling shareholders. The material relationships between the selling shareholders and adam.com are set forth in the notes below. None of the selling shareholders has had a material relationship with adam.com within the past three years other than as a result of the ownership of the shares or other securities of adam.com or as described below. Certain selling stockholders listed were issued warrants in 1994 and 1995 in order to raise cash to fund adam.com's operations during this term of the warrants. All of the warrants issued have a term of five years from the date of issuance and may be exercised for shares of common stock at an exercise price of $8.00 per share. The following chart contains information regarding the date of issuance of each warrant and whether or not such warrant has been exercised.
WARRANT SHARES OF COMMON STOCK NAME ISSUE DATE ISSUABLE UPON CONVERSION EXERCISED - ---- ---------- ------------------------ --------- William N. Banks..................................... 5/17/94 2,500 Yes 5/17/95 2,500 No James H. Clutter..................................... 8/23/94 10,000 Yes Robert S. Cramer, Jr................................. 5/02/94 25,000(1) Yes 11/02/94 938 Yes 11/18/94 3,000(2) Yes 11/18/94 1,000(3) Yes 11/18/94 6,000 Yes 5/02/95 1,000 Yes 5/02/95 23,375 No 5/02/95 625(4) No HTG Corporation...................................... 7/18/94 5,000 Yes 7/18/95 5,000 Yes HTG Corporation Profit Sharing Plan.................. 7/26/94 7,500 Yes 10/19/94 2,500 Yes 11/29/94 2,500 Yes 7/26/95 7,500 Yes Hall Family Investments, L.P......................... 7/26/94 12,500 Yes 7/26/95 12,500 Yes Penelope C. Hall..................................... 5/19/94 2,500 Yes 5/19/95 2,500 No Howard Jacobs........................................ 5/27/94 2,500 Yes 5/27/95 2,500 No Lee Seidler Defined Contribution Pension Plan........ 6/17/94 2,500 Yes 6/17/95 2,500 No Howard E. Sachs...................................... 9/01/94 1,250 Yes Robert L. Stott, Jr.................................. 5/12/94 2,500 Yes 5/12/95 2,500 No Susan H. Toefel...................................... 9/7/94 2,500 Yes 4/28/95 2,500 No
6 - ------------------------ (1) 15,000 shares were transferred by gift to Daniel S. Howe, 5,000 shares were transferred by gift to Wendy Cramer Sanford and 5,000 shares were transferred by gift to Cathy Ann Cramer. (2) These shares were transferred by gift to Daniel S. Howe. (3) These shares were transferred by gift to Stephen George. (4) These shares were transferred by gift to Mike Norris. The shares offered by this prospectus may be offered from time to time by the selling shareholders named below.
PERCENTAGE OWNERSHIP(2) ---------------------- NUMBER OF SHARES NUMBER OF SHARES BEFORE AFTER NAME OF SELLING SHAREHOLDER BENEFICIALLY OWNED(1) OFFERED HEREBY OFFERING OFFERING(3) - --------------------------- --------------------- ---------------- -------- ----------- William N. Banks........................ 5,000 5,000 * * James H. Clutter........................ 10,000 10,000 * * Cathy Ann Cramer........................ 5,000 5,000 * * Robert S. Cramer, Jr.(4)................ 653,403 31,313 12.0 11.4 Stephen George.......................... 1,000 1,000 * * Dr. Alan Greene(5)...................... 42,000 42,000 * * HTG Corporation(6)...................... 10,000 10,000 * * HTG Corporation Profit Sharing Plan(7)............................... 20,000 20,000 * * Hall Family Investments, L.P.(8)........ 25,000 25,000 * * Penelope C. Hall........................ 5,000 5,000 * * Daniel S. Howe(9)....................... 27,333 18,000 * * Informational Medical Systems, Inc.(10).............................. 20,000 20,000 * * Howard Jacobs........................... 5,000 5,000 * * Cheryl Nash(5).......................... 42,000 42,000 * * Lee Seidler Defined Contribution Pension Plan.................................. 5,000 5,000 * * Howard E. Sachs......................... 1,250 1,250 * * Wendy Cramer Sanford.................... 5,000 5,000 * * Robert L. Stott, Jr..................... 5,000 5,000 * * Susan H. Tofel.......................... 12,500 12,500 * * Mike Norris............................. 625 625 * *
- ------------------------ * Less than 1% (1) A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date of this prospectus upon the exercise of options. Each beneficial owner's percentage ownership is determined by assuming that options and warrants that are held by such person (but not those by any other person) and that are exercisable within 60 days from the date of this prospectus have been exercised. (2) Based on 5,414,838 shares of our common stock outstanding as of March 29, 2000. (3) Assumes the sale of all shares being offered by the selling shareholder in this prospectus. This registration statement also shall cover any additional shares of common stock which become issuable in connection with the shares registered for sale hereby by reason of any stock divided, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock. (4) Mr. Cramer is currently the Chairman of the Board and Chief Executive Officer of adam.com. (5) Dr. Greene and Ms. Nash acquired their shares in connection with our July 1999 acquisition of the assets of drgreene.com. These shares are included in this registration statement pursuant to a written agreement. Prior to the acquisition, drgreene.com operated a web site containing certain medical-related content. After the acquisition Dr. Greene and Ms. Nash became employees of 7 adam.com pursuant to employment contracts. Dr. Greene's contract provides for an annual salary of $100,000, and Ms. Nash's employment contract provides for an annual salary of $75,000. (6) Holcombe T. Green, Jr. has voting and investment control over the shares of our common stock owned by HTG Corporation. (7) Holcombe T. Green, Jr. has voting and investment control over the shares of our common stock owned by HTG Corporation Profit Sharing Plan. (8) Holcombe T. Green, Jr. and Nancy Green have voting and investment control over the shares of our common stock owned by Hall Family Investments, L.P. (9) Mr. Howe is currently a director of adam.com. (10) Informational Medical Systems, Inc. ("Informational Medical Systems") acquired these shares in connection with our July 1999 acquisition of substantially all of the assets of Informational Medical Systems. These shares are included in this registration statement pursuant to a written agreement. Prior to the acquisition, Informational Medical Systems developed medical information-related software consisting generally of prescribable after-care instructional sheets. The directors of Informational Medical Systems are Peter Scott, Belle Scott and Robert Scott. PLAN OF DISTRIBUTION The common stock offered by this prospectus is being offered by the selling shareholders. Such common stock may be sold or distributed from time to time by the selling shareholders, or by donees or transferees of, or other successors in interests to, the selling shareholders, directly to one or more purchasers or through brokers, dealers or underwriters who may act solely as agents or may acquire such common stock as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered hereby may be effected in one or more of the following methods: - ordinary brokers' transactions; - transactions involving cross or block trades or otherwise on the Nasdaq National Market; - purchases by brokers, dealers or underwriters as principal and resale by such purchasers for their own accounts pursuant to this prospectus; - "at the market" to or through market makers or into an existing market for the common stock; - in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents; - in privately negotiated transactions; - pledge to a lending institution; or - any combination of the foregoing. In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in such state or an exemption from such registration or qualification requirement is available and complied with. Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts or concessions from the selling shareholders and/or purchasers of the common stock for whom such broker-dealers may act as agent, or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be less than or in excess of customary commissions). THE SELLING SHAREHOLDERS AND ANY BROKER-DEALERS WHO ACT IN CONNECTION WITH THE SALE OF THE SHARES HEREUNDER MAY BE DEEMED TO BE "UNDERWRITERS" WITHIN THE MEANING OF THE SECURITIES ACT, AND ANY 8 COMMISSIONS THEY RECEIVE AND PROCEEDS OF ANY SALE OF THE SHARES MAY BE DEEMED TO BE UNDERWRITING DISCOUNTS AND COMMISSIONS UNDER THE SECURITIES ACT. Neither adam.com nor the selling shareholders can presently estimate the amount of such compensation. adam.com knows of no existing arrangements between any selling shareholders, any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares. At a time particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the selling shareholders and any other required information. adam.com will pay all of the expenses incident to the registration, offering and sale of the shares to the public other than commissions or discounts of underwriters, broker-dealers or agents. adam.com has also agreed to indemnify the selling shareholders and certain related persons against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of adam.com, adam.com has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable. adam.com has advised the selling shareholders that during such time as they may be engaged in a distribution of the shares included in this prospectus they are required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the selling shareholders, any affiliated purchasers, and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby. This offering will terminate on the earlier of (a) the date on which the shares are eligible for resale without restrictions pursuant to Rule 144(k) under the Securities Act or (b) the date on which all shares offered by this prospectus have been sold by the selling shareholders. VALIDITY OF COMMON STOCK The validity of the common stock offered hereby will be passed upon for us by King & Spalding, Atlanta, Georgia. EXPERTS The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K of adam.com, Inc. (formerly, A.D.A.M Software, Inc.) for the year ended March 31, 1999 and by reference to the Transition Report on Form 10-K for the nine months ended December 31, 1999 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 9 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a "shelf" registration process. Under this shelf process, the selling shareholders may sell up to an aggregate of 268,688 shares of common stock in one or more offerings. This prospectus and any applicable prospectus supplement provided to you should be considered together with the additional information described under the heading "Where You Can Find More Information." The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about our company and the securities offered under this prospectus. That registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading "Where You Can Find More Information." WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC's web site at http://www.sec.gov. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is completed. - Our Annual Report on Form 10-K for the year ended March 31, 1999, filed with the SEC on June 29, 1999; - Our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999; - Our Quarterly Report on Form 10-Q for the quarter ended September 30, 1999; - Our Current Report on Form 8-K dated November 15, 1999; - Our Current Report on Form 8-K dated December 16, 1999; - Our Current Report on Form 8-K dated December 30, 1999; - Our Transition Report on Form 10-K for the nine month period ended December 31, 1999, filed with the SEC on March 30, 2000; and - The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on October 11, 1995, including any amendments or reports filed for the purpose of updating such description. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing), at no cost, by writing or telephoning us at the following address: Michael Fisher Director of Finance/Administration adam.com, Inc. 1600 RiverEdge Parkway, Suite 800 Atlanta, GA 30328 (770) 980-0888 You should rely only on the information incorporated by reference or provided in this prospectus. We have authorized no one to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of the document. 10 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADAM.COM, INC. 268,688 SHARES OF COMMON STOCK --------------- PROSPECTUS ------------------ April 26, 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----