8-K

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): November 12, 2004

DrugMax, Inc.

Formerly known as DrugMax.com, Inc.

(Exact name of registrant as specified in its charter)

STATE OF NEVADA	1-15445	34-1755390
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25400 U.S. Highway 19 North, Suite 137

Clearwater, Florida 33733

(Address of principal executive offices)

Registrant’s telephone number, including area code: (727) 533-0431

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 12, 2004, DrugMax, Inc. issued a press release to announce the merger between the Company and Familymeds, Inc., a specialty pharmacy group located in Farmington, Connecticut. A copy of the press release, which is incorporated by reference herein and made a part hereof, is filed with this Current Report on Form 8-K as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release dated November 12, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

DRUGMAX, INC.
By:	/s/ William L. LaGamba
	William L. LaGamba, President and Chief Operations Officer

Dated: November 12, 2004

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release, dated November 12, 2004

EX-99.1

Investor Relations Contact: James Hostetler 727.533.0431 ext. 109 jhostetler@DrugMax.com	Media Relations Contact: Eli Johnson 727.533.0431 ext. 127 ejohnson@DrugMax.com
		www.drugmax.com

DRUGMAX AND FAMILYMEDS COMPLETE MERGER

Combined Company to Target New Markets

CLEARWATER, Fla. – November 12, 2004 — DrugMax, Inc. (Nasdaq: DMAX), a leading specialty pharmaceutical distributor of health-related products, and Familymeds Group, Inc., one of the nation’s largest operators of specialty pharmacies at the point of medical care, announced today that the companies completed their previously announced merger. The transaction was approved by DrugMax stockholders at the company’s 2004 annual meeting in Largo, Fla. The combined company will be known as DrugMax.

“The directors, executives and employees are very excited about the future of DrugMax,” Ed Mercadante, R.Ph. said. “We believe the combination of a specialty distribution company and a specialty pharmacy group closes the gaps in the supply chain between manufacturers, doctors and consumers. This will create unique advantages for DrugMax as we move toward creating long-term value for our shareholders.”

“Through improved procurement and enhanced service, we will meet the needs of our existing customers better. The merger will allow us to expand into new markets, such as selling specialty pharmaceutical products directly to physicians and other clinical providers,” added Mercadante.

Also at the meeting, Mercadante was named Co-Chairman and Chief Executive Officer of DrugMax; and Dale Ribaudo was named Chief Financial Officer of DrugMax - positions both previously held at Familymeds. Stockholders elected Jugal K. Taneja as Co-Chairman; and Bill LaGamba was re-elected as a director. LaGamba will also continue to serve as the President and Chief Operating Officer of DrugMax. Joining Mercadante, Taneja and LaGamba on the board are Rakesh K. Sharma, M.D., of The Heart and Vascular Institute of Florida; Peter Grua, Managing Partner, HLM Venture Partners; Dr. Philip Gerbino, President, University of Sciences in Philadelphia and Laura Witt, General Partner, ABS Capital Partners.

About Familymeds Group, Inc.

Familymeds Group, Inc. (www.familymeds.com) is a specialty pharmacy group with a unique strategy of locating pharmacies at or near a patient’s point of medical care. The company owns and operates more than 70 professional pharmacies in 14 states. The majority of these pharmacies are located at or near the point of care between physicians and patients, many times inside or near medical office buildings. The collaboration between physician and professional pharmacy creates a different pharmacy experience. Across these distribution channels, Familymeds annually services over 400,000 acute and chronically ill patients, many with complex specialty and medical product needs.

About DrugMax, Inc.

DrugMax, Inc. (Nasdaq: DMAX) is a full-line, wholesale distributor of pharmaceuticals, over-the-counter products, health and beauty care products, nutritional supplements and other related products. The Company is headquartered in Clearwater, Florida and maintains distribution centers in Pennsylvania and Louisiana. The Company distributes its products primarily to independent pharmacies in the continental United States, and secondarily to small and medium-sized pharmacy chains, alternative care facilities and other wholesalers. While the Company ships to all 50 states and Puerto Rico, its sales tend to be concentrated around its distribution centers in Pennsylvania and Louisiana and largely populated states such as New York, California, Texas and Florida. The Company maintains an inventory from leading manufacturers and holds licenses to ship to all 50 states and Puerto Rico. More information about DrugMax is available at www.drugmax.com, or 727-533-0431.

Safe Harbor Provisions

Certain oral statements made by management from time to time and certain statements contained in press releases and periodic reports issued by DrugMax, Inc. (the “Company”), including those contained herein, that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements, are statements regarding the intent, belief or current expectations, estimates or projections of the Company, its

Investor Relations Contact: James Hostetler 727.533.0431 ext. 109 jhostetler@DrugMax.com	Media Relations Contact: Eli Johnson 727.533.0431 ext. 127 ejohnson@DrugMax.com
		www.drugmax.com

Directors or its Officers about the Company and the industry in which it operates, and include among other items, statements regarding (a) the Company’s strategies regarding growth and business expansion, including its strategy of focusing on higher-margin products while reducing costs, (b) the Company’s merger with Familymeds Group, Inc. and other potential future acquisitions, (c) the Company’s financing plans, (d) trends affecting the Company’s financial condition or results of operations; and (e) the Company’s ability to continue to control costs and to meet its liquidity and other financing needs. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that the anticipated results will occur. When used in this report, the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions are generally intended to identify forward-looking statements.

Important factors that could cause the actual results to differ materially from those in the forward-looking statements include, among other items, (i) changes in the regulatory and general economic environment related to the health care and pharmaceutical industries, including possible changes in reimbursement for healthcare products and in manufacturers’ pricing or distribution policies; (ii) conditions in the capital markets, including the interest rate environment and the availability of capital; (iii) changes in the competitive marketplace that could affect the Company’s revenue and/or cost bases, such as increased competition, lack of qualified marketing, management or other personnel, and increased labor and inventory costs; (iv) changes regarding the availability and pricing of the products which the Company distributes, as well as the loss of one or more key suppliers for which alternative sources may not be available, and (vi) the Company’s ability to integrate acquired businesses. Further information relating to factors that could cause actual results to differ from those anticipated is included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2004, particularly under the headings “Risk Factors,” “Business,” and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s Form 10-Q for the quarter ended September 30, 2004.. The Company disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.