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 15, 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 33763

(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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 15, 2004, Mark T. Majeske joined the Board of Directors of DrugMax, Inc. Mr. Majeske is the former Group President of McKesson HBOC/Pharmaceutical Group. Prior to becoming Group President, Majeske served as Executive Vice President Customer Operations and Regional Executive Vice President for McKesson. Since leaving McKesson in 2000, he has been a private investor and advisor to startup companies and most recently served as Chief Executive Officer of Day Runner, Inc., which was sold to MeadWestvaco Corporation in late 2003.

Item 8.01 Other Events.

On November 15, 2004, DrugMax, Inc. issued a press release to announce that the Company was informed by Nasdaq that the listing for the merged company would be “DMAXD” for approximately 20 days. The symbol will return to “DMAX” thereafter. The symbol was modified to alert the public that a new listing was filed since, for accounting purposes, the merger with Familymeds Group, Inc. was treated as a reverse merger. 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 99.1.

On November 15, 2004, DrugMax Inc. issued a press release to announce that the Company appointed Mark T. Majeske to the Board of Directors of the Company. 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 99.2.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release dated November 15, 2004.
99.2	Press Release dated November 15, 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 15, 2004

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release dated November 15, 2004
99.2	Press Release dated November 15, 2004.

EX-99.1

Exhibit 99.1

DRUGMAX TO BE TRADED UNDER THE SYMBOL “DMAXD”

CLEARWATER, Fla. – November 15, 2004 — DrugMax, Inc. (Nasdaq: DMAXD), 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 earlier today that the companies completed their previously announced merger. The company was informed by Nasdaq the listing for the merged company shall be “DMAXD” for approximately 20 days. The symbol will return to “DMAX” thereafter. The symbol was modified to alert the public that a reverse merger has taken place.

About DrugMax, Inc.

DrugMax, Inc. (Nasdaq: DMAXD) 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.

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. More information about DrugMax is available at www.drugmax.com, or 860-676-1222 x112.

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 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.

EX-99.2

Exhibit 99.2

MAJESKE TO JOIN DRUGMAX BOARD OF DIRECTORS

Former McKesson Executive to Add Pharmaceutical Sales and Distribution Experience

CLEARWATER, Fla. – November 15, 2004 — DrugMax, Inc. (Nasdaq: DMAXD), a leading specialty pharmaceutical distributor, announced today that Mark T. Majeske has joined the Company’s Board of Directors. Earlier today, DrugMax announced the completion of their merger with Familymeds, Inc., one of the nation’s largest operators of specialty pharmacies at the point of medical care.

Mr. Majeske is the former Group President of McKesson HBOC/Pharmaceutical Group. Prior to becoming Group President, Majeske served as Executive Vice President Customer Operations and Regional Executive Vice President for McKesson. Since leaving McKesson in 2000, he has been a private investor and advisor to startup companies and most recently served as Chief Executive Officer of Day Runner, Inc., which was sold to MeadWestvaco Corporation in late 2003.

“We are thrilled to have Mark join the DrugMax Board,” said Ed Mercadante, R.Ph., Co-Chairman and Chief Executive Officer of DrugMax. “Our recent merger with Familymeds positions DrugMax to become an industry leader in providing specialty pharmaceuticals to retailers, physicians and patients. Mark’s superb business experience and total knowledge of distribution and sales significantly adds independent leadership and guidance to our board; this will contribute to accelerate our strategy and growth.

“I’ve worked with Familymeds a lot over the years,” said Majeske. “I understand their business model and have been impressed with their strategic positioning. I look forward to helping DrugMax leverage the new Company’s platforms and organizational structure to create value for their shareholders.”

Joining Mercadante and Majeske on DrugMax’s Board are: Jugal K. Taneja, Co-Chairman; William LaGamba, President and Chief Operating Officer of DrugMax; 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.

DrugMax, Inc. (Nasdaq: DMAXD), 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 earlier today that the companies completed their previously announced merger. The company was informed by Nasdaq the listing for the merged company shall be “DMAXD” for approximately 20 days. The symbol will return to “DMAX” thereafter. The symbol was modified to alert the public that a reverse merger has taken place.

About DrugMax, Inc.

DrugMax, Inc. (Nasdaq: DMAXD) 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.

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. More information about DrugMax is available at www.drugmax.com, or 860-676-1222 x112.

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 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.