8-K/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2000

MEDICALOGIC/MEDSCAPE, INC.
(Exact name of registrant as specified in its charter)

Oregon	000-28285	93-0890696
(State or other jurisdiction incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

20500 NW Evergreen Parkway
Hillsboro, Oregon 97124
(Address of principal executive offices)

(503) 531-7000
(Registrant's telephone number, including area code)

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

    MedicaLogic/Medscape, Inc. (the "Company") is filing this amendment to its Current Report on Form 8-K dated May 11, 2000 (the "Original Filing") to include certain financial information relating to the acquisition of Total eMed, Inc. by the Company and the merger of the Company with Medscape, Inc., each of which were completed in May 2000. The financial statements included in this amendment were not required to be included in the Original Filing. The Company has filed the financial statements required by Rule 3-05 of Regulation S-X with this amendment so that they may be incorporated by reference into the Registration Statement on Form S-3 filed by the Company on May 29, 2001.

(c)

Exhibits.

99.1	Financial information for Total eMed, Inc. as of March 31, 2000 and December 31, 1999, and for the three months ended March 31, 2000 and 1999
99.2	Unaudited pro forma financial information for the three months ended March 31, 2000 for the combination of MedicaLogic, Inc., Medscape, Inc. and Total eMed, Inc.
99.3	Unaudited pro forma financial information for the three months ended March 31, 2000 for the combination of MedicaLogic, Inc. and Medscape, Inc.
99.4	Unaudited pro forma financial information for the three months ended March 31, 2000 for the combination of MedicaLogic, Inc. and Total eMed, Inc.

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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 undersigned hereunto duly authorized.

Date: May 29, 2001	MEDICALOGIC/MEDSCAPE, INC.
	By:	/s/ Donald A. Bloodworth Donald A. Bloodworth Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Unaudited financial information for Total eMed, Inc. as of March 31, 2000 and December 31, 1999, and for the three months ended March 31, 2000 and 1999
99.2	Unaudited pro forma financial information for the three months ended March 31, 2000 for the combination of MedicaLogic, Inc., Medscape, Inc., and Total eMed, Inc.
99.3	Unaudited pro forma financial information for the three months ended March 31, 2000 for the combination of MedicaLogic, Inc. and Medscape, Inc.
99.4	Unaudited pro forma financial information for the three months ended March 31, 2000 for the combination of MedicaLogic, Inc. and Total eMed, Inc.

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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

Signatures
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

Total eMed, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)

				March 31, 2000			December 31, 1999
				(unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents			$	1,637		$	3,150
	Short-term investments				9,986			12,852
	Accounts receivable, net of allowance for doubtful accounts of $302 as of March 31, 2000 and $265 as of December 31, 1999				1,527			1,312
	Interest and other receivables				286			303
	Other current assets				41			88
		Total current assets			13,477			17,705
PROPERTY AND EQUIPMENT, net					4,786			4,201
OTHER NONCURRENT ASSETS:
	Intangible assets				1,863			1,934
	Deposits				43			42
		Total other noncurrent assets			1,906			1,976
			Total assets	$	20,169		$	23,882
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	424		$	844
	Accrued payroll and related liabilities				762			814
	Accrued sales taxes				250			250
	Current portion of capital lease obligations				5			5
	Other current liabilities				120			83
		Total current liabilities			1,561			1,996
LONG-TERM LIABILITIES:
	Long-term portion of capital lease obligation				16			17
			Total liabilities		1,577			2,013
COMMITMENTS AND CONTINGENCIES
REDEEMABLE SERIES A CONVERTIBLE PREFERRED STOCK, $0.001 par value, 435,200 shares authorized, issued and outstanding (redemption value of $12,349,525 including accrued dividends at January 1, 2003)					6,362			5,817
STOCKHOLDERS' EQUITY:
	Common stock, $0.0002 par value, 20,000,000 shares authorized, 2,747,790 shares issued and outstanding at March 31, 2000, 50,000 shares subscribed at March 31, 2000				1			1
	Series B preferred stock, $0.001 par value, 14,000 shares authorized, issued and outstanding at March 31, 2000				13,772			13,772
	Series C preferred stock, $0.001 par value, 12,000 shares authorized, issued and outstanding at March 31, 2000				11,772			11,772
	Additional paid-in capital				260			260
	Stock receivables				—			(259	)
	Accumulated deficit				(13,575	)		(9,494	)
		Total stockholders' equity			12,230			16,052
			Total liabilities, redeemable preferred stock and stockholders' equity	$	20,169		$	23,882

See accompanying notes to consolidated financial statements.

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Total eMed, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

for the three months ended March 31, 2000 and 1999

(in thousands)

			March 31, 2000		March 31 1999
			(unaudited)		(unaudited)
REVENUES			2,101		409
OPERATING EXPENSES:
	Cost of revenues		3,318		657
	Selling, general and administrative		2,020		400
	Depreciation and amortization		460		67
		Total operating expenses	5,798		1,124
		Operating loss	(3,697	)	(715	)
OTHER INCOME (EXPENSE):
	Interest income		139		5
	Other, net		22		—
		Total other income (expense)	161		5
NET LOSS			(3,536	)	(710	)
PREFERRED STOCK ACCRETION			(545	)	—
NET LOSS APPLICABLE TO COMMON STOCK			(4,081	)	(710	)

See accompanying notes to consolidated financial statements.

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Total eMed, Inc. and Subsidiaries

Consensed Consolidated Statements of Cash Flows

for the three months ended March 31, 2000 and 1999

(in thousands)

					March 31, 2000			March 31, 1999
					(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(3,536	)	$	(710	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation and amortization				460			67
		Loss (gain) on disposal of property and equipment				(22	)		—
		Changes in operating assets and liabilities, excluding effects of acquisitions
			Accounts receivable			(215	)		(197	)
			Interest and other receivables			17			(8	)
			Other current assets			47			17
			Other noncurrent assets			(1	)		—
			Accounts payable			(420	)		124
			Accrued payroll and related liabilities			(52	)		180
			Other current liabilities			37			478
				Net cash used in operating activities		(3,685	)		(49	)
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchases of property and equipment					(952	)		(758	)
	Acquisition of assets, net of cash					—			(800	)
	Short-term investments, net					2,865			—
				Net cash used in investing activities		1,913			(1,558	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from sale of preferred stock					—			25,545
	Proceeds from stock receivables					260			—
	Payment on capital lease obligations					(1	)		(1	)
				Net cash provided by financing activities		259			25,544
NET CHANGE IN CASH						(1,513	)		23,937
CASH, at beginning of period						3,150			1,826
CASH, at end of period						1,637			25,763
SUPPLEMENTAL NON-CASH INFORMATION
	Assets acquired in acquisitions through assumption of liabilities					—		$	10

See accompanying notes to consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

(in thousands, except share and per share data) (unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

    Total eMed, Inc. (the "Company") is a Delaware corporation formed on December 31, 1999. The Company is the accounting successor to Network Health Services, Inc., which was formed and began operations on March 4, 1998. The Company was formed as part of a corporate reorganization in which all stockholders of Network Health Services, Inc. exchanged all of their shares of Network Health Services, Inc. for all of the shares of the Company. The Company is a medical records solution company, which provides medical record transcription and related services to healthcare providers practicing in outpatient settings. The Company receives medical dictation in digital format from subscribing physicians, transcribes the dictation into text format, stores specific data elements from the records, then transmits the completed medical record to the originating physician in the prescribed format. As of December 31, 1999, the Company employed medical transcriptionists located in 35 states and provides transcription services to numerous outpatient clinics located in eight states. The market for the Company's services, which incorporate telecommunications technology, is characterized by risk and uncertainty as a result of emerging competition, rapidly evolving technology and concentration primarily in the outpatient healthcare industry. Consequently, the Company is exposed to both technological risks and concentration risk related to the Company's ability to collect the amounts due from customers as a result of economic fluctuations in the general economy and the outpatient healthcare industry.

BASIS OF PRESENTATION

    Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted under the Securities and Exchange Commission's rules and regulations. The unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company's audited Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission.

PRINCIPLES OF CONSOLIDATION

    The consolidated financial statements include the financial statements of Total eMed, Inc. and its wholly-owned subsidiaries: Total eMed of Tennessee, Inc., Total eMed Financing Co., Inc. and Total eMed Leasing Co., LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

(2) INTANGIBLE ASSETS

    Intangible assets, net of accumulated amortization, consists of the following:

	March 31, 2000		December 31, 1999
Goodwill	$	995	$	1,006
Client lists		353		330
Workforce lists		325		386
Non-compete agreements		190		212
	$	1,863	$	1,934

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(3) PROPERTY AND EQUIPMENT

    Property and equipment consists of the following:

	March 31, 2000			December 31, 1999
Leased equipment	$	28		$	28
Leasehold improvements		36			33
Furniture and equipment		383			361
Computer equipment and software		5,531			4,570
Less: accumulated depreciation and amortization		(1,192	)		(791	)
Net property and equipment	$	4,786		$	4,201

(4) SUBSEQUENT EVENTS

    On April 4, 2000, MedQuist Transcriptions, LTD. filed a suit in the Delaware Court of Chancery, MEDQUIST TRANSCRIPTIONS, LTD. V. JOHN H. DAYANI, TOTAL EMED, INC. AND MEDICALOGIC, INC. against Dr. John H. Dayani, Total eMed, Inc. and MedicaLogic, Inc. MedQuist alleging that Total eMed misappropriated its trade secrets through Dr. Dayani, the founder of Total eMed and a former director and employee of MedQuist. This suit was related to other litigation between MedQuist and Dr. Dayani.

    MedQuist sought to enjoin Total eMed and MedicaLogic from taking any action to consummate the MedicaLogic/Total eMed merger, and sought to enjoin MedicaLogic and Total eMed from aiding and abetting Dr. Dayani's alleged breach of his fiduciary duties and the further dissemination or misappropriation of MedQuist's trade secrets. On April 18, 2000, the court denied Medquist's motion for expedited consideration of its request for a preliminary injunction, and on May 2, 2000 this suit was voluntarily dismissed without prejudice.

    In May 2000, MedicaLogic, Inc. completed its acquisition of the Company, issuing approximately 7,450,000 shares of Medicalogic, Inc. common stock and assuming appoximately 550,000 options in a transaction valued at approximately $343.8 million.

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Exhibit 99.1

Total eMed, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands, except share and per share data)
Total eMed, Inc. and Subsidiaries Condensed Consolidated Statements of Operations for the three months ended March 31, 2000 and 1999 (in thousands)
Total eMed, Inc. and Subsidiaries Consensed Consolidated Statements of Cash Flows for the three months ended March 31, 2000 and 1999 (in thousands)
Notes to Condensed Consolidated Financial Statements (in thousands, except share and per share data) (unaudited)

EX-99.2

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Exhibit 99.2

CERTAIN PRO FORMA FINANCIAL INFORMATION

    The following unaudited pro forma condensed combined financial statements give effect to the combination of MedicaLogic, Inc., Medscape, Inc. and Total eMed, Inc. using the purchase accounting method. The unaudited pro forma condensed combined balance sheet assumes the mergers took place on March 31, 2000 and combines MedicaLogic, Inc., Medscape, Inc. and Total eMed, Inc. historical balance sheets at that date.

    The unaudited pro forma condensed combined statements of operations assume that the mergers took place as of the beginning of 2000 and combine the consolidated historical statements of operations of MedicaLogic, Inc., Medscape, Inc. and Total eMed, Inc. for the three months ended March 31, 2000.

    The unaudited pro forma condensed combined statements of operations are not necessarily indicative of operating results which would have been achieved had the mergers been completed as of the beginning of the period and should not be construed as representative of future operations. The pro forma adjustments are based on available information and assumptions that are believed to be reasonable under the circumstances.

    These unaudited pro forma condensed combined consolidated financial statements should be read in conjunction with the respective audited consolidated historical financial statements and the accompanying notes of MedicaLogic, Inc., Medscape, Inc., and Total eMed, Inc. which are contained in the registration statement on Form S-4 filed with the SEC on March 14, 2000 (as amended on April 4, 2000).

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MedicaLogic, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

(in thousands)

		March 31, 2000
											Pro forma
		MedicaLogic			Medscape			Total eMed			Adjustments			Combined
Assets
Cash and short-term investments		$	117,749		$	28,514		$	11,623		$	(39	)(C)	$	157,847
Accounts receivable, net			5,905			6,320			1,813			—			14,038
Prepaid expenses and current assets			4,381			14,539			41			—			18,961
	Total current assets		128,035			49,373			13,477			(39	)		190,846
Property and equipment, net			18,101			7,962			4,786			—			30,849
Other assets, net			8,364			3,156			43			—			11,563
Intangible assets			—			9,861			866			66,300	(B)		66,300
												(9,861	)(D)
			—			—			—			(866	)(D)
Goodwill						2,207			997			800,204	(B)		800,204
												(2,207	)(D)
												(997	)(D)
	Total assets
		$	154,500		$	72,559		$	20,169		$	852,534		$	1,099,762
Liabilities, Redeemable Preferred Stock and Shareholders' Equity
Accounts payable and other accrued liabilities		$	9,026		$	10,108		$	1,561		$	9,469	(A)	$	30,164
Deferred revenue			2,756			1,016			—			—			3,772
Other			2,361			—			—			—			2,361
	Total current liabilities		14,143			11,124			1,561			9,469			36,297
Long-term liabilities			4,567			—			16			—			4,583
	Total liabilities		18,710			11,124			1,577			9,469			40,880
Commitments and contingencies
Redeemable preferred stock			—			—			6,362			(6,362	)(C)		—
Shareholders' equity:
Preferred stock			—			—			25,545			(25,545	)(C)		—
Common stock and additional paid in capital			230,578			266,831			260			(267,091	)(C)		1,289,065
												719,433	(A)
												339,054	(A)
Common stock notes receivable			(12,387	)		(628	)		—			628	(C)		(12,387	)
Deferred stock compensation			(4,149	)		(6,501	)		—			6,501	(C)		(4,149	)
Treasury stock			—			(78	)		—			78	(C)		—
Contribution of services			—			(135,395	)		—			—			(135,395	)
Warrants			—			6,353			—			(6,353	)(C)		—
Unrealized loss on investment securities			—			(39	)		—			39	(C)		—
Accumulated deficit			(78,252	)		(69,108	)		(13,575	)		82,683	(C)		(78,252	)
	Total shareholders' equity		135,790			61,435			12,230			849,427			1,058,882
	Total liabilities, redeemable preferred stock and shareholders' equity	$	154,500		$	72,559		$	20,169		$	852,534		$	1,099,762

See accompanying notes to unaudited pro forma condensed combined financial information.

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MedicaLogic, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

(in thousands, except share and per share data)

			Three months ended March 31, 2000
												Pro forma
			MedicaLogic			Medscape			Total eMed			Adjustments			Combined
Revenues			$	5,608		$	6,009		$	2,101			—		$	13,718
Operating expense:
	Cost of revenues			4,472			5,555			3,318			—			13,345
	Marketing and sales			8,659			18,547			—			—			27,206
	Research and development			3,759			—			—			—			3,759
	General and administrative			3,305			3,870			2,020			—			9,195
	Deferred stock compensation expenses			—			996			—			—			996
	Depreciation and amortization			1,575			1,173			447		$	(539)	(c)		2,656
	Goodwill amortization			379			45			13			63,443	(a)		63,822
													(58)	(c)
		Total operating expenses		22,149			30,186			5,798			62,846			120,979
Operating loss				(16,541	)		(24,177	)		(3,697	)		(62,846	)		(107,261	)
Other income				1,815			490			161			—			2,466
Net loss				(14,726	)		(23,687	)		(3,536	)		(62,846	)		(104,795	)
Preferred stock accretion				—			—			(545	)		545	(d)		—
Net loss attributable to common shareholders				(14,726	)		(23,687	)		(4,081	)		(62,301	)		(104,795	)
Net loss per share:
	Basic and diluted		$	(0.45	)	$	(0.53	)	$	(1.76	)		—		$	(1.91	)
Shares used in computing net loss per share:
	Basic and diluted			32,423,637			44,827,358			2,325,205			—			54,805,676	(b)

See accompanying notes to unaudited pro forma condensed combined financial information.

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Notes to Pro Forma Condensed Combined Financial Information

(in thousands, except share and per share data) (unaudited)

    The unaudited pro forma condensed combined financial information reflects the MedicaLogic/ Medscape merger and the MedicaLogic/Total eMed merger, and gives effect to certain reclassifications to conform the presentation of the historical operations of the merged companies.

    The total estimated purchase price of the transaction has been allocated on a preliminary basis to assets and liabilities based on management's estimate of their fair values. The excess of the purchase price over the fair value of the net assets and other intangible assets acquired has been allocated to goodwill. These allocations are subject to change pending the completion of the final analysis of the total purchase price and fair values of the assets acquired and the liabilities assumed. The impact of such changes could be material.

    The adjustments to the unaudited pro forma condensed combined balance sheet as of March 31, 2000 have been calculated as if the mergers occurred on March 31, 2000. The adjustments to the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2000 have been calculated as if the mergers occurred on January 1, 2000. The adjustments are as follows:

    A.  To reflect the acquisition of all of the outstanding capital stock of Medscape and Total eMed by exchanging shares of MedicaLogic/Medscape common stock in exchange for each share of Medscape and Total eMed capital stock for a total estimated combined purchase price of approximately $1.1 billion. The purchase consideration consists of the issuance of an estimated 22.4 million shares of MedicaLogic/Medscape common stock with a fair value of approximately $955 million and the assumption of options and warrants to purchase 3.1 million shares of MedicaLogic/Medscape common stock with a fair value of approximately $103.5 million and other related merger costs of approximately $9.5 million in investment banking, legal, accounting and regulatory filing fees.

    The purchase price was determined as follows:

	Medscape			Total eMed
							Total MedicaLogic/ Medscape shares
	Equivalent Shares	Fair Value		Equivalent Shares	Fair Value			Total Fair Value
		(in thousands)			(in thousands)			(in thousands)
Shares	14,931,864	$	637,125	7,450,175	$	317,890	22,382,039	$	955,015
Stock Options	1,639,043		49,490	549,802		21,164	2,188,845		70,654
Warrants	905,794		32,818	—		—	905,794		32,818
Total Shares	17,476,701			7,999,977			25,476,678
Merger Costs			4,734			4,735			9,469
		$	724,167		$	343,789		$	1,067,956

    The fair value of the common stock issued is based on the average closing price of MedicaLogic's common stock for the five days prior and subsequent to the days the mergers became effective, which was $42.69. The estimated fair value of the options and warrants to be assumed is based on the Black-Scholes model using the following assumptions:

•

Expected lives of three to six years.

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•

Expected volatility factor of 1.0.



•

Risk-free interest rate of 6.5%.



•

Expected dividend rate of 0%.

    B.  To reflect the excess purchase price of approximately $800.2 million over the fair value of net tangible assets and other intangible assets acquired as goodwill.

    The purchase price is allocated to the assets and liabilities based on preliminary fair values as follows (in thousands):

		Medscape			Total eMed
Assets acquired:
	Current assets	$	49,334		$	13,477
	Property and equipment		7,962			4,786
	Intangibles		62,600			3,700
	Contribution of services		135,395			—
	Goodwill		476,844			323,360
	Other assets		3,156			43
Less liabilities assumed			(11,124	)		(1,577	)
	Purchase price	$	724,167		$	343,789

    C.  To reflect the elimination of the historical shareholders' equity accounts of Medscape and Total eMed.

    D.  To reflect the elimination of goodwill and other intangible assets on the balance sheets of Medscape and Total eMed as of the merger date.

    The adjustments to the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2000, assume the mergers occurred as of January 1, 2000 are as follows:

    (a) To reflect the amortization of goodwill and other intangible assets resulting from the mergers. The goodwill and other intangible assets are being amortized over periods of approximately one and one-half to five years. Management does not anticipate that any significant value will be attributed to purchased in-process research and development.

	Medscape		Total eMed		Total
			(in thousands)
New amortization expense related to application of purchase method of accounting related to intangibles and goodwill	$	47,063	$	16,380	$	63,443

    (b) Basic and diluted net loss per share have been adjusted to reflect the issuance of approximately 22.4 million shares of MedicaLogic/Medscape common stock, as if the shares had been outstanding for the entire periods presented. The effect of stock options and warrants of Medscape and Total eMed assumed in the mergers have not been included as their inclusion would be anti-dilutive.

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    (c) To reflect the following amortization adjustments for the three months ended March 31, 2000 (in thousands):

	Medscape			Total eMed			Total
				(in thousands)
Elimination of historical amortization—Goodwill	$	(45	)	$	(13	)	$	(58	)
Elimination of historical amortization—Intangibles.		(477	)		(62	)		(539	)

    (d) To reflect the reversal of accretion on redeemable preferred stock that is forfeited by redeemable preferred stockholders upon voting for and consummation of the MedicaLogic/Total eMed merger.

    (e) MedicaLogic expects to record charges to operations subsequent to the purchase transaction to reflect the combination of the two companies. These charges are yet to be estimated and will consist primarily of severance costs related to the termination of certain employees. This charge is not reflected in the pro forma combined condensed financial information.

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Exhibit 99.2

CERTAIN PRO FORMA FINANCIAL INFORMATION
MedicaLogic, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet (in thousands)
MedicaLogic, Inc. Unaudited Pro Forma Condensed Combined Statement of Operations (in thousands, except share and per share data)
Notes to Pro Forma Condensed Combined Financial Information (in thousands, except share and per share data) (unaudited)

EX-99.3

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Exhibit 99.3

CERTAIN PRO FORMA FINANCIAL INFORMATION

    The following unaudited pro forma combined financial statements give effect to the combination of MedicaLogic, Inc. and Medscape, Inc. The unaudited pro forma combined balance sheet assumes the merger took place on March 31, 2000 and combines MedicaLogic, Inc. and Medscape, Inc. historical balance sheets at that date.

    The unaudited pro forma combined statements of operations assume that the merger took place as of the beginning of 2000 and combine the consolidated historical statements of operations of MedicaLogic, Inc. and Medscape, Inc. for the three months ended March 31, 2000.

    The unaudited pro forma combined statements of operations are not necessarily indicative of operating results which would have been achieved had the merger been completed as of the beginning of the period and should not be construed as representative of future operations.

    These unaudited pro forma combined consolidated financial statements should be read in conjunction with the respective audited consolidated historical financial statements and the accompanying notes of MedicaLogic, Inc. and Medscape, Inc. which are contained in the registration statement on Form S-4 filed with the SEC on March 14, 2000 (as amended on April 4, 2000).

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MedicaLogic, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

(in thousands)

		March 31, 2000
								Pro forma
		MedicaLogic			Medscape			Adjustments			Combined
Assets
Cash and short-term investments		$	117,749		$	28,514		$	(39	)(C)	$	146,224
Accounts receivable, net			5,905			6,320			—			12,225
Prepaid expenses and current assets			4,381			14,539			—			18,920
	Total current assets		128,035			49,373			(39	)		177,369
Property and equipment, net			18,101			7,962			—			26,063
Other assets, net			8,364			3,156			—			11,520
Intangible assets			—			9,861			62,600	(B)		62,600
									(9,861	)(D)
Goodwill			—			2,207			476,844	(B)		476,844
									(2,207	)(D)
	Total assets	$	154,500		$	72,559		$	527,337		$	754,396
Liabilities, Redeemable Preferred Stock and Shareholders' Equity
Accounts payable and other accrued liabilities		$	9,026		$	10,108		$	4,734	(A)	$	23,868
Deferred revenue			2,756			1,016			—			3,772
Other			2,361			—			—			2,361
	Total current liabilities		14,143			11,124			4,734			30,001
Long-term liabilities			4,567			—			—			4,567
	Total liabilities		18,710			11,124			4,734			34,568
Commitments and contingencies
Shareholders' equity:
Common stock and additional paid in capital			230,578			266,831			(266,831	)(C)		950,011
									719,433	(A)
Common stock notes receivable			(12,387	)		(628	)		628	(C)		(12,387	)
Deferred stock compensation			(4,149	)		(6,501	)		6,501	(C)		(4,149	)
Treasury stock			—			(78	)		78	(C)		—
Contribution of services			—			(135,395	)		—			(135,395	)
Warrants			—			6,353			(6,353	)(C)		—
Unrealized loss on investment securities			—			(39	)		39	(C)		—
Accumulated deficit			(78,252	)		(69,108	)		69,108	(C)		(78,252	)
	Total shareholders' equity		135,790			61,435			522,603			719,828
	Total liabilities, redeemable preferred stock and shareholders' equity	$	154,500		$	72,559		$	527,337		$	754,396

See accompanying notes to unaudited pro forma condensed combined financial information.

2

MedicaLogic, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

(in thousands, except share and per share data)

			Three months ended March 31, 2000
									Pro forma
			MedicaLogic			Medscape			Adjustments			Combined
Revenues			$	5,608		$	6,009			—		$	11,617
Operating expense:
	Cost of revenues			4,472			5,555			—			10,027
	Marketing and sales			8,659			18,547			—			27,206
	Research and development			3,759			—			—			3,759
	General and administrative			3,305			3,870			—			7,175
	Deferred stock compensation expenses			—			996			—			996
	Depreciation and amortization			1,575			1,173		$	(477	)(c)		2,271
	Goodwill amortization			379			45			47,063	(a)		47,442
										(45	)(c)
		Total operating expenses		22,149			30,186			46,541			98,876
Operating loss				(16,541	)		(24,177	)		(46,541	)		(87,259	)
Other income (expense)				1,815			490			—			2,305
Net loss				(14,726	)		(23,687	)		(46,541	)		(84,954	)
Net loss per share:
	Basic and diluted		$	(0.45	)	$	(0.53	)		—		$	(1.79	)
Shares used in computing net loss per share:
	Basic and diluted			32,423,637			44,827,358			—			47,355,502	(b)

See accompanying notes to unaudited pro forma condensed combined financial information.

3

Notes to Pro Forma Condensed Combined Financial Information

(in thousands, except share and per share data)

(unaudited)

    The unaudited pro forma condensed combined financial information reflects the MedicaLogic/ Medscape merger and gives effect to certain reclassifications to conform the presentation of the historical operations of the merged companies.

    The total estimated purchase price of the transaction has been allocated on a preliminary basis to assets and liabilities based on management's estimate of their fair values. The excess of the purchase price over the fair value of the net assets and other intangible assets acquired has been allocated to goodwill. These allocations are subject to change pending the completion of the final analysis of the total purchase price and fair values of the assets acquired and the liabilities assumed. The impact of such changes could be material.

    The adjustments to the unaudited pro forma condensed combined balance sheet as of March 31, 2000 have been calculated as if the merger occurred on March 31, 2000. The adjustments to the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2000 have been calculated as if the merger occurred on January 1, 2000. The adjustments are as follows:

    A.  To reflect the acquisition of all the outstanding capital stock by Medscape by exchanging shares of MedicaLogic/Medscape common stock in exchange for each share of Medscape capital stock for a total estimated combined purchase price of approximately $724.2 million. The purchase consideration consists of the issuance of an estimated 14.9 million shares of MedicaLogic/Medscape common stock with a fair value of approximately $637.1 million and the assumption of options and warrants to purchase approximately 2.5 million shares of MedicaLogic/Medscape common stock with a fair value of approximately $82.3 million and other related merger costs of approximately $4.7 million in investment banking, legal, accounting and regulatory filing fees.

    The purchase price was determined as follows:

	Medscape
	Equivalent Shares	Fair Value
		(in thousands)
Shares	14,931,864	$	637,125
Stock Options	1,639,043		49,490
Warrants	905,794		32,818
Total Shares	17,476,701
Merger Costs			4,734
		$	724,167

    The estimated fair value of the common stock to be issued is based on the average closing price of MedicaLogic's common stock for the five days prior and subsequent to the days the merger became effective, which was $42.69. The estimated fair value of the options and warrants to be assumed is based on the Black-Scholes model using the following assumptions:

•

Expected lives of three to six years.



•

Expected volatility factor of 1.0.



•

Risk-free interest rate of 6.5%.

4

•

Expected dividend rate of 0%.

    B.  To reflect of the excess purchase price of approximately $476.8 million over the fair value of net tangible and intangible assets as goodwill.

    The purchase price is allocated to the assets and liabilities of Medscape based on preliminary fair values as follows (in thousands):

		Medscape
Assets acquired:
	Current assets	$	49,334
	Property and equipment		7,962
	Intangibles		62,600
	Contribution of services		135,395
	Goodwill		476,844
	Other assets		3,156
Less liabilities assumed			(11,124	)
	Purchase price	$	724,167

    C.  To reflect the elimination of the historical shareholders' equity accounts of Medscape.

    D.  To reflect the elimination of goodwill and other intangible assets on the balance sheets of Medscape as of the acquisition date.

    The adjustments to the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2000, assume the merger occurred as of January 1, 2000 are as follows:

    (a) To reflect the amortization of goodwill and other intangible assets resulting from the merger. Intangibles consist of customer lists, workforce and trademarks. The goodwill and other intangible assets are being amortized over periods of approximately one and one-half to five years. Management does not anticipate that any significant value will be attributed to purchased in-process research and development.

    (b) Basic and diluted net loss per share have been adjusted to reflect the issuance of approximately 14.9 million shares of MedicaLogic/Medscape common stock, as if the shares had been outstanding for the entire period. The effect of stock options and warrants of Medscape, assumed in the merger has not been included as their inclusion would be anti-dilutive.

    (c) To reflect the following amortization adjustments for the year ended March 31, 2000 (in thousands):

	Medscape
Elimination of historical amortization—Goodwill	$	(45	)
Elimination of historical amortization—Intangibles		(477	)

    (d) MedicaLogic expects to record charges to operations subsequent to the purchase transaction to reflect the combination of the two companies. These charges are yet to be estimated and will consist primarily of severance costs related to the termination of certain employees. This charge is not reflected in the pro forma combined condensed financial information.

5

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Exhibit 99.3

CERTAIN PRO FORMA FINANCIAL INFORMATION
MedicaLogic, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet (in thousands)
MedicaLogic, Inc. Unaudited Pro Forma Condensed Combined Statement of Operations (in thousands, except share and per share data)
Notes to Pro Forma Condensed Combined Financial Information (in thousands, except share and per share data) (unaudited)

EX-99.4

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Exhibit 99.4

CERTAIN PRO FORMA FINANCIAL INFORMATION

    The following unaudited pro forma combined financial statements give effect to the combination of MedicaLogic, Inc. and Total eMed, Inc. using the purchase accounting method. The unaudited pro forma combined balance sheet assumes the merger took place on March 31, 2000 and combines MedicaLogic, Inc. and Total eMed, Inc. historical balance sheets at that date.

    The unaudited pro forma combined statements of operations assume that the merger took place as of the beginning of 2000 and combine the consolidated historical statements of operations of MedicaLogic, Inc. and Total eMed, Inc. for the three months ended March 31, 2000.

    The unaudited pro forma combined statements of operations are not necessarily indicative of operating results which would have been achieved had the merger been completed as of the beginning of the period and should not be construed as representative of future operations.

    These unaudited pro forma combined consolidated financial statements should be read in conjunction with the respective audited consolidated historical financial statements and the accompanying notes of MedicaLogic, Inc. and Total eMed, Inc. which are contained in the registration statement on Form S-4 filed with the SEC on March 14, 2000 (as amended on April 4, 2000).

1

MedicaLogic, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

(in thousands)

		MedicaLogic			Total eMed			Adjustments			Combined
Assets
Cash and short-term investments		$	117,749		$	11,623			—		$	129,372
Accounts receivable, net			5,905			1,813			—			7,718
Prepaid expenses and current assets			4,381			41			—			4,422
	Total current assets		128,035			13,477			—			141,512
Property and equipment, net			18,101			4,786			—			22,887
Other assets, net			8,364			43			—			8,407
Intangible assets			—			866			3,700	(B)		3,700
									(866	)(D)
Goodwill			—			997			323,360	(B)		323,360
									(997	)(D)
	Total assets	$	154,500		$	20,169		$	325,197		$	499,866
Liabilities, Redeemable Preferred Stock and Shareholders' Equity
Accounts payable and other accrued Liabilities		$	9,026		$	1,561		$	4,735	(A)	$	15,322
Deferred revenue			2,756			—			—			2,756
Other			2,361			—			—			2,361
	Total current liabilities		14,143			1,561			4,735			20,439
Long-term liabilities			4,567			16			—			4,583
	Total liabilities		18,710			1,577			4,735			25,022
Commitments and contingencies
Redeemable preferred stock			—			6,362			(6,362	)(C)		—
Shareholders' equity:
Preferred stock			—			25,545			(25,545	)(C)		—
Common stock and additional paid in capital			230,578			260			(260	)(C)		569,632
									339,054	(A)
Common stock notes receivable			(12,387	)		—			—			(12,387	)
Deferred stock compensation			(4,149	)		—			—			(4,149	)
Accumulated deficit			(78,252	)		(13,575	)		13,575	(C)		(78,252	)
	Total shareholders' equity		135,790			12,230			326,824			474,844
	Total liabilities, redeemable preferred stock and shareholders' equity	$	154,500		$	20,169		$	325,197		$	499,866

See accompanying notes to unaudited pro forma condensed combined financial information.

2

MedicaLogic, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

(in thousands, except share and per share data)

			Three months ended March 31, 2000
									Pro forma
			MedicaLogic			Total eMed			Adjustments			Combined
Revenues			$	5,608		$	2,101			—		$	7,709
Operating expense:
	Cost of revenues			4,472			3,318			—			7,790
	Marketing and sales			8,659			—			—			8,659
	Research and development			3,759			—			—			3,759
	General and administrative			3,305			2,020			—			5,325
	Depreciation and amortization			1,575			447		$	(62	)(c)		1,960
	Goodwill amortization			379			13			16,380	(a)		16,759
										(13	)(c)
		Total operating expenses		22,149			5,798			16,305			44,252
Operating loss				(16,541	)		(3,697	)		(16,305	)		(36,543	)
Other income (expense)				1,815			161			—			1,976
Net loss				(14,726	)		(3,536	)		(16,305	)		(34,567	)
Preferred stock accretion				—			(545	)		545			—
Net loss attributable to common shareholders				(14,726	)		(4,081	)		(15,760	)		(34,567	)
Net loss per share:
	Basic and diluted		$	(0.45	)	$	(1.76	)		—		$	(0.87	)
Shares used in computing net loss per share:
	Basic and diluted			32,423,637			2,325,205			—			39,873,812	(b)

See accompanying notes to unaudited pro forma condensed combined financial information.

3

Notes to Pro Forma Condensed Combined Financial Information

(in thousands, except share and per share data) (unaudited)

The unaudited pro forma condensed combined financial information reflects the MedicaLogic/Total eMed merger and gives effect to certain reclassifications to conform the presentation of the historical operations of the merged companies.

    The total estimated purchase price of the transaction has been allocated on a preliminary basis to assets and liabilities based on management's estimate of their fair values. The excess of the purchase price over the fair value of the net assets and other intangible assets acquired has been allocated to goodwill. These allocations are subject to change pending the completion of the final analysis of the total purchase price and fair values of the assets acquired and the liabilities assumed. The impact of such changes could be material.

    The adjustments to the unaudited pro forma condensed combined balance sheet as of March 31, 2000 have been calculated as if the merger occurred on March 31, 2000. The adjustments to the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2000 have been calculated as if the merger occurred on January 1, 2000. The adjustments are as follows:

    A.  To reflect the acquisition of all of the outstanding capital stock of Total eMed by exchanging shares of MedicaLogic/Medscape common stock in exchange for each share of Total eMed capital stock for a total estimated combined purchase price of approximately $343.8 million. The purchase consideration consists of the issuance of an estimated 7.5 million shares of MedicaLogic/Medscape common stock with a fair value of approximately $317.9 million and the assumption of options to purchase .5 million shares of MedicaLogic common stock with a fair value of approximately $21.2 million and other related merger costs of approximately $4.7 million for investment banking, legal, accounting and regulatory filing fees.

    The purchase price was determined as follows:

	Total eMed
	Equivalent Shares	Fair Value
		(in thousands)
Shares	7,450,175	$	317,890
Stock Options	549,802		21,164
Total Shares	7,999,977
Merger Costs			4,735
		$	343,789

    The estimated fair value of the common stock to be issued is based on the average closing price of MedicaLogic's common stock for the five days prior and subsequent to the days the merger became effective, which was $42.69. The estimated fair value of the options to be assumed is based on the Black-Scholes model using the following assumptions:

•

Expected lives of three years.



•

Expected volatility factor of 1.0.



•

Risk-free interest rate of 6.5%.



•

Expected dividend rate of 0%.

4

    B.  Recognition of the excess purchase price of approximately $323 million over the fair value of net tangible assets acquired, have been recorded as goodwill.

    The purchase price is allocated to the assets and liabilities of Total eMed based on preliminary fair values as follows (in thousands):

		Total eMed
Assets acquired:
	Current assets	$	13,477
	Property and equipment		4,786
	Intangibles		3,700
	Goodwill		323,360
	Other assets		43
Less liabilities assumed			(1,577	)
	Purchase price	$	343,789

    C.  To reflect the elimination of the historical shareholders' equity accounts of Total eMed.

    D.  To reflect the elimination of goodwill and other intangible assets on the balance sheet of Total eMed as of the acquisition date.

    The adjustments to the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2000, assuming the merger occurred as of January 1, 2000 are as follows:

    (a) To reflect the amortization of goodwill and other intangible assets resulting from the merger. Intangibles consist of the workforce and customer list. The goodwill and other intangible assets are being amortized over periods of approximately three to five years. Management does not anticipate that any significant value will be attributed to purchased in-process research and development.

    (b) Basic and diluted net loss per share have been adjusted to reflect the issuance of approximately 7.5 million shares of MedicaLogic/Medscape common stock, as if the shares had been outstanding for the entire periods presented. The effect of stock options of Total eMed assumed in the merger has not been included as their inclusion would be anti-dilutive.

    (c) To reflect the following amortization adjustments for the three months ended March 31, 2000 (in thousands):

	Total eMed
Elimination of historical amortization—Goodwill	$	(13	)
Elimination of historical amortization—Intangibles		(62	)

    (d) MedicaLogic expects to record charges to operations subsequent to the purchase transaction to reflect the combination of the two companies. These charges are yet to be estimated. This charge is not reflected in the pro forma combined condensed financial information.

    (e) To reflect the reversal of accretion on redeemable preferred stock that is forfeited by redeemable preferred stockholders upon voting for and consummation of the MedicaLogic/Total eMed merger.

5

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Exhibit 99.4

CERTAIN PRO FORMA FINANCIAL INFORMATION
MedicaLogic, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet (in thousands)
MedicaLogic, Inc. Unaudited Pro Forma Condensed Combined Statement of Operations (in thousands, except share and per share data)
Notes to Pro Forma Condensed Combined Financial Information (in thousands, except share and per share data) (unaudited)