-----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, BHEkQLuYlIYH15RtUuKTvBpJcTo1ljRF8QhqVB2H5UCtBVbuZCt9UFC1oABYWHvG LOrgVQkxHJfT3P05NHx3Mg== 0001127431-02-000007.txt : 20020415 0001127431-02-000007.hdr.sgml : 20020415 ACCESSION NUMBER: 0001127431-02-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020318 ITEM INFORMATION: Other events FILED AS OF DATE: 20020320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICALOGIC/MEDSCAPE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28285 FILM NUMBER: 02579981 BUSINESS ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY STREET 2: STE 400 CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5035317000 MAIL ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 FORMER COMPANY: FORMER CONFORMED NAME: MEDICALOGIC INC DATE OF NAME CHANGE: 19990818 8-K 1 bodyof8k.txt BODY OF 8K 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) March 18, 2002 ---------------- MedicaLogic/Medscape, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Oregon 000-28285 93-0890696 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission file (IRS employer of incorporation) number) identification no.) 20500 NW Evergreen Parkway Hillsboro, Oregon 97124 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (503) 531-7000 ---------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------------------------------------------------------------------------- On January 24, 2002, the Registrant and certain of its subsidiaries entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with GE Medical Systems Information Technologies, Inc. ("GE Medical") for the sale of substantially all of Registrant's assets in connection with its digital health records business (the "DHR Assets") and the assumption of certain of its liabilities, subject to approval of the Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). The purchase price under the Asset Purchase Agreement was $20,000,000 in cash and the assumption of the assumed liabilities, subject to adjustment as set forth in the Asset Purchase Agreement. In connection with and contemporaneously with the execution and delivery of the Asset Purchase Agreement, Registrant and its five United States subsidiaries filed a voluntary petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code with the Bankruptcy Court. The case has been assigned to the Honorable Judge Peter J. Walsh under case numbers 02-10253 through 02-10258. The Asset Purchase Agreement was subject to higher and better offers and the approval of the Bankruptcy Court. Pursuant to Order (I) Approving Sale Procedures for Sale of All or Substantially All of the DHR Assets of MedicaLogic/Medscape, Inc. and Certain Debtor Affiliates; (II) Scheduling Date, Time and Place for Auction and Further Hearing to Approve Sale; (III) Approving Form of Notice of the Sale Procedures and Auction; and (IV) approving Form of Cure, entered by the Bankruptcy Court on February 20, 2002, an auction (the "Auction") was held for the sale of the DHR Assets on March 18, 2002. On March 19, 2002, the Registrant announced that GE Medical was the winning bidder in the Auction for a purchase price of $35,250,000 in cash and the assumption of the assumed liabilities, subject to adjustment as set forth in the Asset Purchase Agreement. Also, on March 19, 2002, the Bankruptcy Court entered an order approving the sale of the DHR Assets free and clear of liens to GE Medical. Pursuant to the Asset Purchase Agreement, the sale will close on March 25, 2002 or such later date as agreed by the Debtors and GE Medical. The above summary description of the terms of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the Asset Purchase Agreement that was attached as Exhibit 2.1 to the Form 8-K filed by the Registrant on January 25, 2002, as the same was amended by the First Amendment, dated as of March 18, 2002 (the "First Amendment"). The Asset Purchase Agreement is incorporated herein by reference and the First Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference. A copy of the Registrant's joint press release, dated March 19, 2002, announcing the results of the Auction is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 First Amendment, dated as of March 18, 2002 99.1 Press Release, dated March 19, 2002 SIGNATURE 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: March 20, 2002 MEDICALOGIC/MEDSCAPE, INC. By: /s/ Mark Boulding ----------------------------- Name: Mark Boulding Title: General Counsel, EVP & Secretary EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 First Amendment to Asset Purchase Agreement, dated as of March 18, 2002, among MedicaLogic/Medscape, Inc., MedicaLogic Enterprises, Inc., MSCP Holdings, Inc., MedicaLogic of Texas, Inc. and MedicaLogic Pennsylvania,LLC 99.1 Press Release, dated March 19, 2002 EX-2 3 exhibit21apa.txt EXHIBIT 2.1 - ASSET PURCHASE AGREEMENT Exhibit 2.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, dated as of March 18, 2002 (this "First Amendment"), among MedicaLogic/Medscape, Inc., an Oregon corporation ("Parent"), MedicaLogic Enterprises, Inc., a Delaware corporation ("MedicaLogic Enterprises"), MSCP Holdings, Inc., a Delaware corporation ("MSCP Holdings"), MedicaLogic of Texas, Inc., a Delaware corporation ("MedicaLogic Texas"), and MedicaLogic Pennsylvania, LLC, a Delaware limited liability company ("MedicaLogic Pennsylvania" and, together with Parent, MedicaLogic Enterprises, MSCP Holdings and MedicaLogic Texas, "Seller"), and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation ("Buyer"). W I T N E S S E T H: WHEREAS, Buyer and Seller have entered into the Asset Purchase Agreement, dated as of January 24, 2002 (the "Asset Purchase Agreement"), providing for the sale of substantially all of the assets of the Business (as defined in the Asset Purchase Agreement) upon the terms and subject to the conditions contained therein; WHEREAS, Buyer and Seller have entered into the Consent To Exclude Certain Leases dated March 14, 2002; and WHEREAS, Buyer and Seller desire to amend the Asset Purchase Agreement in certain respects in accordance with Section 12.7 thereof. NOW, THEREFORE, in consideration of the premises and of the agreements herein contained, the parties hereto agree as follows: 1. Section 1.1 of the Asset Purchase Agreement is hereby amended to revise the definition of "Transition Services Agreement" to add the following phrase to the end of such definition: "; provided that pursuant to such agreement Buyer shall provide Seller up to 80 employee hours of services without charge (except for Buyer's reasonable out-of-pocket expenses, which shall be reimbursed by Seller) and, thereafter, Buyer shall charge Seller Buyer's hourly, fully loaded employee compensation charge (plus reasonable out-of-pocket expenses) for such services." 2. Section 2.1 of the Asset Purchase Agreement is hereby amended to add the following immediately after clause (o) thereof: "(p) the Employee promissory notes in favor of Seller or any of its Affiliates from any Employee set forth on Schedule 2.1(p)." 3. Section 2.2(g) is hereby amended to read as follows: "any Employee promissory notes in favor of Seller or any of its Affiliates from any Employee, other than such notes set forth on Schedule 2.1(p);" 4. Section 3.1(a) of the Asset Purchase Agreement is hereby deleted in its entirety and replaced with the following: "The purchase price (the "Purchase Price") for the purchase, sale, assignment and conveyance of Seller's right, title and interest in and to the Purchased Assets and the assumption by Buyer of the Assumed Liabilities shall be $35,250,000, and shall consist of: (i) the cash payment to Seller at Closing in the amount of $33,250,000 (minus the increase in Trade Payables resulting solely from any funds advanced by Buyer to pay cure amounts pursuant to the third sentence of Section 2.5 (the "Preliminary Payment")), (ii) the deposit by Buyer at Closing of $2,000,000 in cash (the "Escrow Fund") with the Escrow Agent to be held and disbursed by the Escrow Agent in accordance with Sections 3.1(b) and 3.2 and the Escrow Agreement, and (iii) the assumption by Buyer of the Assumed Liabilities; provided, however, that the Purchase Price shall be subject to adjustment pursuant to Section 3.2." 5. Section 4.1 of the Asset Purchase Agreement shall be amended to read as follows: "The Closing shall be consummated at 10:00 A.M., local time, on March 25, 2002, or the soonest date thereafter that all the conditions set forth in Article IX and Article X have been satisfied or are capable of being satisfied, or such later date as may be agreed upon by Buyer and Seller. The Closing shall be at the offices of Gibson, Dunn & Crutcher, LLP, 200 Park Avenue, New York, NY 10166, or at such other place or at such other time as shall be agreed upon by Buyer and Seller. The time and date on which the Closing is actually held are sometimes referred to herein as the "Closing Date." 6. The Asset Purchase Agreement shall be amended to add the following Section 8.9: "Section 8.9 Post-Closing Matters. After Closing, Seller shall use its commercially reasonable efforts to (i) obtain all required consents, in form and substance reasonably satisfactory to Buyer, to the transactions contemplated hereby from the other parties to all Seller Agreements (and which consents are specified as being required in Section 5.3 of the Disclosure Schedule) and to the extent necessary to validly assign to Buyer the Governmental Permits, Intellectual Property and Software set forth in Schedules 2.1(h), 2.1(i) and 2.1(k), respectively, that have not been obtained as contemplated by Section 9.6 on or prior to the Closing Date, (ii) assist Buyer in amending the contracts set forth in Schedule 7.6 to the satisfaction of Buyer (other than the Contract with Glaxo-Smith-Kline, which shall not be so amended) and (iii) enter into or assist Buyer in entering into the Portal Agreement should Buyer deem it necessary." 7. The first and second sentences of Section 7.6 of the Asset Purchase Agreement shall be deleted. 8. Section 9.6 of the Asset Purchase Agreement shall be amended to add the following phrase to the end of such Section: ", except, in all cases, with respect to all those Contracts that in the aggregate do not in Buyer's good faith judgment affect in any material respect Buyer's conduct of the Business or the value of Buyer's investment in the Business." 9. Section 9.8 of the Asset Purchase Agreement shall be amended to add the following phrase to the end of such Section: ", other than the Portal Agreement." 10. Section 9.9 of the Asset Purchase Agreement shall be deleted in its entirety. 11. Section 9.10 of the Asset Purchase Agreement shall be deleted in its entirety. 12. The Disclosure Schedules to the Asset Purchase Agreement shall be revised as follows: a. Schedule 2.1(p) shall be added to the Disclosure Schedules and shall list the following names: Chad Aicklen, Mike Cohen, Malcolm Costello, John Geller, Mitchell Jackson, Rhetan Kwan, Mark Leavitt, David Moffenbeier and Patrick Wolfram. b. Schedule 2.1(e) is hereby amended to add as "Seller Agreements" the Contracts listed on Annex A. c. Schedule 2.1(k) is hereby amended to delete the Contract listed as Item A.48. d. Section 5.3(b)(i) of the Disclosure Schedule is hereby amended to delete the Contract listed as Item 12. e. Section 5.10 of the Disclosure Schedule is hereby deleted and replaced by the revised Section 5.10 of the Disclosure Schedule attached hereto on Annex B. 13. Capitalized terms not defined herein shall have the respective meanings provided in the Asset Purchase Agreement. The Asset Purchase Agreement, as amended by this First Amendment, shall remain in full force and effect in accordance with its terms. This First Amendment may be executed in two or more counterparts. 14. To the extent of any inconsistencies between this First Amendment and the Asset Purchase Agreement, this First Amendment shall govern. IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be signed by their respective officers thereunto duly authorized all as of the date first written above. Medicalogic/Medscape, Inc. By _______________________________________ Name: Title: MedicaLogic Enterprises, Inc. By _______________________________________ Name: Title: MSCP HOLDINGS, INC. By _______________________________________ Name: Title: MedicaLogic OF TEXAS, INC. By _______________________________________ Name: Title: MedicaLogic PENNSYLVANIA, LLC By _______________________________________ Name: Title: GE MEDICAL SYSTEMS INFORMATION TECHNOLOGIES, INC. By _______________________________________ Name: Title: EX-99 4 exhibit991medscape.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE MEDICALOGIC ANNOUNCES RESULTS OF BANKRUPTCY AUCTION HILLSBORO, ORE., MARCH 19, 2002 - MedicaLogic today announced that GE Medical Systems INFORMATION TECHNOLOGIES, a unit of General Electric Company, has been declared the winning bidder at an auction to acquire the digital health record business of MedicaLogic (OTC: MDLIQ), a provider of electronic medical records for outpatient settings. GE Medical Systems initially announced its agreement to acquire the digital health record assets of MedicaLogic in January of this year. An auction was held in Wilmington, Delaware on March 18, 2002. GE Medical Systems' winning bid was for the amount of $35,250,000 and is subject to bankruptcy court approval that is expected to be received at a hearing today. ABOUT MEDICALOGIC MedicaLogic/Medscape, Inc. ("MedicaLogic", OTC:MDLIQ) is a leading provider of digital health records. The core of MedicaLogic's product portfolio is the industry-leading Digital Health Record (DHR). DHR applications and services are an integral part of the practice of medicine and are used every day by physicians and consumers across the country. MedicaLogic's DHR enables physicians to access patient information, share data with existing systems, communicate among practice members and capture and store quantifiable data for patient-by-patient or population-based studies. The DHR also enables practice sites to interact with their patients electronically to answer questions, schedule appointments and address personal health concerns, while offering consumers private access to their medical records and related disease management information and services. More than 16 million patients now have digital records hosted on MedicaLogic systems. More information about MedicaLogic's products and services is available on the Web at www.medicalogic.com. The Company, headquartered in Hillsboro, Oregon, currently employs approximately 200 people. MedicaLogic and Logician are registered trademarks of MedicaLogic/Medscape, Inc. in the United States. Other product and brand names are trademarks of their respective owners. ABOUT GE MEDICAL SYSTEMS INFORMATION TECHNOLOGIES GE Medical Systems INFORMATION TECHNOLOGIES provides hospitals and healthcare systems with advanced software and technologies to improve their clinical performance. The Company's expertise spans the areas of cardiology, patient monitoring, image management, clinical communications, clinical information systems and Six Sigma-based management tools to enable a real-time, integrated electronic medical record for the in-and outpatient settings. GE Medical Systems INFORMATION TECHNOLOGIES is a business of GE Medical Systems, an $8 billion global leader in medical imaging and technology. Additional information about GE Medical Systems can be found at WWW.GEMEDICAL.COM. # # # FOR MORE INFORMATION CONTACT: GE Medical Systems INFORMATION TECHNOLOGIES Tesha Urban (414) 362-2351 TESHA.URBAN@MED.GE.COM or Alexa Venegas, Young & Roehr Group (503) 222-0626 ext. 542 AVENEGAS@YOUNG-ROEHR.COM -----END PRIVACY-ENHANCED MESSAGE-----