-----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, OKE5gu/aZLxzxwYn0YvV/TG4oiRXdppz8Qpj3YY47xDiVlR20Q1LbsU1b+JWDxEu p0RxjeTJkr8Mi+iNUrXdpA== 0000921530-00-000036.txt : 20000215 0000921530-00-000036.hdr.sgml : 20000215 ACCESSION NUMBER: 0000921530-00-000036 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000214 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: QIH MANAGEMENT INVESTOR, L.P. GROUP MEMBERS: QIH MANAGEMENT, INC. GROUP MEMBERS: QUANTUM INDUSTRIAL PARTNERS LDC GROUP MEMBERS: SOROS FUND MANAGEMENT LLC GROUP MEMBERS: STANLEY F. DRUCKENMILLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICALOGIC INC CENTRAL INDEX KEY: 0000923899 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 930890696 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-57977 FILM NUMBER: 537415 BUSINESS ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY STREET 2: STE 400 CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036456442 MAIL ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2128721054 MAIL ADDRESS: STREET 1: C/O AKIN, GUMP, STRAUSS,HAUER,FELD, STREET 2: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SC 13G RE MEDICALOGIC, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d- 1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* MedicaLogic, Inc. __________________________ (Name of Issuer) Common Stock, No Par Value ____________________________________ (Title of Class of Securities) 584642102 __________________ (CUSIP Number) December 31, 1999 ______________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 18 Pages Exhibit Index: Page 14 SCHEDULE 13G CUSIP No. 584642102 Page 2 of 18 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QUANTUM INDUSTRIAL PARTNERS LDC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 1,568,421 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,568,421 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,568,421 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.15% 12 Type of Reporting Person* OO; IV *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 584642102 Page 3 of 18 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT INVESTOR, L.P. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,568,421 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,568,421 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,568,421 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.15% 12 Type of Reporting Person* PN; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 584642102 Page 4 of 18 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person QIH MANAGEMENT, INC. 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,568,421 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,568,421 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,568,421 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.15% 12 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 584642102 Page 5 of 18 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,568,421 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,568,421 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,568,421 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.15% 12 Type of Reporting Person* OO; IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 584642102 Page 6 of 18 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person GEORGE SOROS (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,568,421 Shares Beneficially 6 Shared Voting Power Owned By 1,568,421 Each Reporting 7 Sole Dispositive Power Person 1,568,421 With 8 Shared Dispositive Power 1,568,421 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,136,842 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11 Percent of Class Represented By Amount in Row (9) 10.29% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 584642102 Page 7 of 18 Pages 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person STANLEY F. DRUCKENMILLER (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group* a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 1,568,421 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 1,568,421 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,568,421 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* [X] 11 Percent of Class Represented By Amount in Row (9) 5.15% 12 Type of Reporting Person* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 18 Pages Item 1(a) Name of Issuer: MedicaLogic, Inc. (the "Issuer"). Item 1(b) Address of the Issuer's Principal Executive Offices: 20500 NW Evergreen Parkway, Hillsboro Oregon, 97124. Item 2(a) Name of Person Filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Quantum Industrial Partners LDC ("QIP"); ii) QIH Management Investor, L.P. ("QIHMI") iii) QIH Management, Inc. ("QIH Management") iv) Soros Fund Management LLC ("SFM LLC"); v) Mr. George Soros ("Mr. Soros"); and vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller"). This statement relates to Shares (as defined herein) held for the accounts of QIP and SFM Domestic Investments LLC, a Delaware limited liability company ("SFM Domestic"). QIHMI, an investment advisory firm, is vested with investment discretion over the Shares held for the account of QIP. Mr. Soros is the sole shareholder of QIH Management, the sole general partner of QIHMI, and Chairman of SFM LLC. Mr. Soros has entered into an agreement pursuant to which he has agreed to use his best efforts to cause QIH Management to act at the discretion of SFM LLC. Mr. Druckenmiller is the Lead Portfolio Manager and a Member of the Management Committee of SFM LLC. Mr. Soros, by virtue of his position as a managing member of SFM Domestic, may also be deemed the beneficial owner of the Shares held for the account of SFM Domestic. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of QIP is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of the principal business office of each of QIHMI, QIH Management, SFM LLC, Mr. Soros and Mr. Druckenmiller is 888 Seventh Avenue, 33rd Floor, New York, New York, 10106. Page 9 of 18 Pages Item 2(c) Citizenship: i) QIP is a Cayman Islands exempted limited duration company; ii) QIHMI is a Delaware limited partnership; iii)QIH Management is a Delaware corporation; iv) SFM LLC is a Delaware limited liability company; v) Mr. Soros is a citizen of the United States; and vi) Mr. Druckenmiller is a citizen of the United States. Item 2(d) Title of Class of Securities: Common Stock, no par value (the "Shares"). Item 2(e) CUSIP Number: 584642102 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 1999, the number of Shares which may be deemed to have been beneficially owned by each of the Reporting Persons was as follows: i) Each of QIP, QIHMI, QIH Management, SFM LLC and Mr. Druckenmiller may be deemed to have been the beneficial owner of the 1,568,421 Shares held for the account of QIP. ii) Mr. Soros may be deemed to have been the beneficial owner of 3,136,842 Shares. This number consists of (a) the 1,568,421 Shares held for the account of QIP and (b) the 1,568,421 Shares held for the account of SFM Domestic. Item 4(b) Percent of Class: (i) The number of Shares of which each of QIP, QIHMI, QIH Management, SFM LLC, and Mr. Druckenmiller may be deemed to have been the beneficial owner constitutes approximately 5.15% of the total number of shares outstanding. Page 10 of 18 Pages (ii) The number of shares of which Mr. Soros may be deemed to have been the beneficial owner constitutes approximately 10.29% of the total number of shares outstanding. Item 4(c) Number of shares as to which such person had: QIP, QIHMI, QIH Management and SFM LLC -------------------------------------- (i) Sole power to vote or to direct the vote: 1,568,421 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 1,568,421 (iv) Shared power to dispose or to direct the disposition of: 0 Mr. George Soros ---------------- (i) Sole power to vote or to direct the vote: 1,568,421 (ii) Shared power to vote or to direct the vote: 1,568,421 (iii) Sole power to dispose or to direct the disposition of: 1,568,421 (iv) Shared power to dispose or to direct the disposition of: 1,568,421 Mr. Druckenmiller ----------------- (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,568,421 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,568,421 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (i) The shareholders of QIP, including Quantum Industrial Holdings Ltd., a British Virgin Islands international business company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of QIP in accordance with their ownership interests in QIP. Page 11 of 18 Pages (ii) Certain members of SFM Domestic have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of SFM Domestic. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the Securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 12 of 18 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Attorney-in-Fact Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its General Partner By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Vice President Date: February 10, 2000 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Vice President Date: February 10, 2000 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Assistant General Counsel Date: February 10, 2000 GEORGE SOROS By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Attorney-in-Fact Page 13 of 18 Pages Date: February 10, 2000 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Attorney-in-Fact Page 14 of 18 Pages EXHIBIT INDEX Page ---- A. Power of Attorney dated as of January 1, 1997 granted by Mr. George Soros in favor of Mr. Sean C. Warren and Mr. Michael C. Neus......................................... 15 B. Power of Attorney dated as of January 1, 1997 granted by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C. Warren and Mr. Michael C. Neus.......................... 16 C. Joint Filing Agreement dated as of February 10, 2000 by and among Quantum Industrial Partners LDC, QIH Management Investor, L.P., QIH Management, Inc., Soros Fund Management LLC, Mr. George Soros and Mr. Stanley F. Druckenmiller........................................... 17 EX-24 2 EXHIBIT A - POWER OF ATTORNEY Page 15 of 18 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements (Adocuments@) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of January, 1997. /s/George Soros -------------------- GEORGE SOROS EX-24 3 EXHIBIT B - POWER OF ATTORNEY Page 16 of 18 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make, constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC, all documents, certificates, instruments, statements, filings and agreements (Adocuments@) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of this 1st day of January, 1997. /s/Stanley F. Druckenmiller --------------------------------- STANLEY F. DRUCKENMILLER EX-99 4 EXHIBIT C - JOINT FILING AGREEMENT Page 17 of 18 Pages EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of MedicaLogic, Inc. dated as of February 10, 2000 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: February 10, 2000 QUANTUM INDUSTRIAL PARTNERS LDC By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Attorney-in-Fact Date: February 10, 2000 QIH MANAGEMENT INVESTOR, L.P. By: QIH MANAGEMENT, INC., its General Partner By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Vice President Date: February 10, 2000 QIH MANAGEMENT, INC. By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Vice President Date: February 10, 2000 SOROS FUND MANAGEMENT LLC By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Assistant General Counsel Date: February 10, 2000 GEORGE SOROS By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Attorney-in-Fact Page 18 of 18 Pages Date: February 10, 2000 STANLEY F. DRUCKENMILLER By: /S/ MICHAEL C. NEUS ------------------------- Michael C. Neus Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----